SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

TO § 240.13d-2(a)

(Amendment No. 19)*

Dole Food Company, Inc.

(Name of Issuer)

Common Stock par value $0.001 per share

(Title of Class of Securities)

256603 101

(CUSIP Number)

Scott Griswold

10900 Wilshire Boulevard

Los Angeles, California 90024

(310) 208-6055

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 11, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D

CUSIP No. 256603 101 Page 2 of 9 Pages

1	Names of reporting persons David H. Murdock
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds (see instructions)     SC, BK, OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     United States
Number of shares beneficially owned by each reporting person with		7	Sole voting power     35,823,585
		8	Shared voting power     0
		9	Sole dispositive power     35,823,585
		10	Shared dispositive power     0
11	Aggregate amount beneficially owned by each reporting person     35,823,5851
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     39.7%2
14	Type of reporting person (see instructions)     IN,HC

¹  Comprised of (i) 23,783,671 shares beneficially owned indirectly through the David H. Murdock Living Trust dated May 28, 1986, as amended, for which Mr. Murdock is the trustee, (ii) 11,784,914 shares beneficially owned indirectly through Castle & Cooke Investments, Inc. (“Investments”), which is wholly owned by Mr. Murdock, and (c) 255,000 options to purchase common stock held directly by Mr. Murdock that are currently exercisable. No additional options will vest within 60 days of the filing of this Schedule 13D/A.

²  Based upon 89,888,765 shares of common stock outstanding as of July 23, 2013.

13D

CUSIP No. 256603 101 Page 3 of 9 Pages

1	Names of reporting persons Castle & Cooke Investments, Inc.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds (see instructions)     SC, BK, OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     11,784,914
		8	Shared voting power     0
		9	Sole dispositive power     11,784,914
		10	Shared dispositive power     0
11	Aggregate amount beneficially owned by each reporting person     11,784,9143
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     13.1%4
14	Type of reporting person (see instructions)     CO

³  Represents shares owned indirectly through Castle & Cooke Holdings, Inc. (“Holdings”), which is wholly owned by Investments, which is wholly owned by Mr. Murdock. Investments, as the sole stockholder of Holdings, beneficially owns the shares held directly by Holdings.

⁴  Based upon 89,888,765 shares of common stock outstanding as of July 23, 2013.

13D

CUSIP No. 256603 101 Page 4 of 9 Pages

1	Names of reporting persons Castle & Cooke Holdings, Inc.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds (see instructions)     SC, BK, OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power     11,784,914
		8	Shared voting power     0
		9	Sole dispositive power     11,784,914
		10	Shared dispositive power     0
11	Aggregate amount beneficially owned by each reporting person     11,784,914
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     13.1%5
14	Type of reporting person (see instructions)     CO

⁵  Based upon 89,888,765 shares of Common Stock outstanding as of July 23, 2013.

Page 5 of 9 Pages

This Amendment No. 19 (the “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2009 by the Reporting Persons, as previously amended (as so amended, the “Schedule 13D”). This Amendment, and the Original Schedule 13D, relate to the shares of Common Stock, par value $0.001 per share (“Common Stock”), of Dole Food Company, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Dole Drive, Westlake Village, California 91362. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Original Schedule 13D. Except as amended and supplemented by this Amendment, the Original Schedule 13D, as previously amended, is not amended or supplemented in any respect.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following:

David H. Murdock (“Murdock”) estimates that, at the price per share set forth in the Merger Agreement (as described in the section entitled “Merger Agreement” in Item 4 below) with respect to the Merger (as described in the section entitled “Merger Agreement” in Item 4 below), approximately (i) $744,000,000 in cash will be required to pay the aggregate Merger Consideration for the shares of Common Stock not already owned by Murdock and his affiliates and to pay the cash amounts payable to holders of the Issuer stock options and (ii) up to $703,000,000 in cash will be required to effect the refinancing of certain existing indebtedness of the Issuer and its subsidiaries (as described in Item 4 below) (including the fees and expenses related to the refinancing). Murdock anticipates that such funds will be obtained from the debt and equity financings, and if necessary a cash contribution (each as described in the section entitled “Financing Commitments” in Item 4 below), and from the unrestricted cash of the Issuer and its subsidiaries.

Item 4 is incorporated by reference herein.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following:

Merger Agreement

On August 11, 2013, DFC Holdings, LLC. (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), Murdock, and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, the Issuer will become a wholly owned subsidiary of Parent (the “Merger”). Murdock is a majority member of Parent and pursuant to the terms of the Merger Agreement, Murdock will contribute, through Parent, to Purchaser prior to the Merger all of the outstanding common equity of the Issuer currently held by him and his affiliates.

At the effective time of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares owned by the Issuer or any subsidiary of the Issuer or by Parent, Purchaser or Murdock and any of their respective affiliates, or any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive $13.50 in cash, without interest and subject to deduction for any required withholding taxes (the “Merger Consideration”).

In addition, at the Effective Time (i) each holder (other than Murdock) of a then-outstanding option to purchase shares of Common Stock (whether vested or unvested) will be entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of the excess, if any, of the Merger Consideration over the exercise price of such option and the number of shares of Common Stock underlying such option, and such amount will be payable within 15 days of the Effective Time, and (ii) each then-outstanding time-based restricted stock unit or restricted stock award and any performance-based restricted stock award will be converted into the right to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of the Merger Consideration and the number of shares of Common Stock subject to such awards, and such amount will be payable within 15 days of the applicable vesting date (subject to the continued employment of the holder thereof through the vesting date (and if applicable, the achievement of the performance metric, subject to adjustment of the performance metric)).

Page 6 of 9 Pages

Stockholders of the Issuer will be asked to vote on the adoption of the Merger Agreement at a special meeting that will be held on a date to be announced. Consummation of the Merger is subject to a number of conditions precedent, including, among others: (i) the adoption of the Merger Agreement by the holders of at least a majority of the outstanding shares of Common Stock entitled to vote thereon, voting as a single class, and at least a majority of the outstanding shares of Common Stock not held by Murdock, Parent, Purchaser and their respective affiliates; (ii) the absence of any order enjoining the consummation of, or prohibiting, the Merger; and (iii) the termination or expiration of any waiting period applicable to the Merger under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. The completion of the Merger is not conditioned on receipt of financing by Murdock, Parent or Purchaser.

If the Merger is effected, it would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of the Common Stock from the New York Stock Exchange and the Common Stock becoming eligible for termination from registration pursuant to Section 12(b) of the Act.

Financing Commitments

Parent has obtained binding financing commitments from (i) Deutsche Bank AG New York Branch and certain of its affiliates, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and The Bank of Nova Scotia (collectively, the “Lenders”), and (ii) Murdock (the “Equity Investor”) for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which, together with the unrestricted cash of the Issuer, will be used to consummate the Merger and the other transactions contemplated by the Merger Agreement, including the payment of the aggregate Merger Consideration and cash amounts payable to option holders, the refinancing of certain existing indebtedness of the Issuer and the payment of all related fees and expenses, and to pay any other amounts required to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement. The consummation of the Merger is not subject to any financing conditions (although the funding of the debt and equity financings will be subject to the satisfaction of the conditions set forth in the commitment letters pursuant to which such financings will be provided).

In addition, Mr. Murdock entered into an agreement to contribute up to $50,000,000 to Parent in the event that the aggregate proceeds of the debt and equity financings described below, together with the unrestricted cash of the Issuer at the closing of the Merger, are insufficient to fund when due, the amounts payable in accordance with the terms and conditions of the Merger Agreement.

Debt Commitments

On August 11, 2013, Parent entered into a binding commitment letter (the “Debt Commitment Letter”) with the Lenders pursuant to which, and subject to the conditions set forth therein, the Lenders committed to provide debt financing consisting of (i) a $675,000,000 senior secured term loan facility, (ii) a $150,000,000 senior secured revolving credit facility, and (iii) a $325,000,000 senior unsecured bridge facility. We refer to the financing described above collectively as the “Debt Financing.” The term “Borrower” refers to Purchaser or the Issuer, and, after the consummation of the Merger, the surviving corporation.

The commitments of the Lenders to provide the Debt Financing are conditioned on the consummation of the Merger in accordance with the Merger Agreement (which Merger Agreement may not have been amended, changed or supplemented or any provision or condition waived if such amendment, change, supplement or waiver would be adverse to the interests of the Lenders in any material respect without the Lenders’ consent), as well as other customary conditions, including, but not limited to:

• the refinancing of all amounts outstanding under the Issuer’s outstanding senior secured credit agreement;

Page 7 of 9 Pages

• the execution and delivery by the Borrower and guarantors of definitive documentation, consistent with the Debt Commitment Letter;

• the Borrower having no more than $30 million in outstanding indebtedness after the refinancing and at least $60 million in unrestricted cash or cash equivalents on a pro forma basis;

• the receipt of the Common Equity Financing (as described below) by Parent and contribution of such funds to Purchaser;

• subject to certain limitations, the execution and delivery of guarantees by the guarantors and the taking of certain actions necessary to establish and perfect a security interest in specified items of collateral;

• delivery of certain audited, unaudited, and pro forma financial statements;

• the Lenders having been afforded a marketing period of at least 15 consecutive business days (subject to certain blackout dates) following receipt of complete customary marketing materials for debt financings similar to those contemplated by the Debt Commitment Letter;

• payment of all applicable fees and expenses;

• receipt by the Lenders of documentation and other information about the Borrower and guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act);

• subject to certain limitations the absence of a material adverse effect on the Issuer and its subsidiaries, taken as a whole, since December 29, 2012;

• the accuracy of representations in the Merger Agreement but only to the extent their inaccuracy would give Parent the right not to close (and the inaccuracy is material to the interests of the Lenders); and

• the accuracy in all material respects of certain representations and warranties made by the Borrower and the guarantors in the definitive documentation for the applicable debt facilities.

Equity Commitment

On August 11, 2013, Parent received a binding commitment letter (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”) from the Equity Investor pursuant to which, and subject to the conditions set forth therein, the Equity Investor committed to purchase equity in Parent in an aggregate amount of $200,000,000 (the “Common Equity Financing”). The Common Equity Financing is conditioned on the consummation of the Merger in accordance with the Merger Agreement, as well as other customary conditions, including, the substantially concurrent funding of the Debt Financing. Under the terms of the Equity Commitment Letter, the Equity Investor has agreed to guarantee Parent and Purchaser’s full and timely compliance with and performance of their respective obligations under the Merger Agreement.

Equity Investor Contribution

On August 11, 2013, the Equity Investor entered into a letter agreement (the “Contribution Agreement”), pursuant to which the Equity Investor has agreed to contribute to Parent, within two business days of written notice by the Issuer, equity in an amount not to exceed $50,000,000, in the event that the aggregate proceeds of the Debt Financing and the Common Equity Financing, together with the unrestricted cash of the Issuer at the closing of the Merger, are insufficient to fund when due, in accordance with the terms and conditions of the Merger Agreement, the payment of (i) the aggregate Merger Consideration, (ii) cash amounts payable to the holders of options to purchase common stock of the Issuer, (iii) all fees and expenses to refinance certain existing indebtedness of the Issuer, and (iv) any other amounts required to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement.

The foregoing summaries of the Merger Agreement, the Merger, the Commitment Letters, and the Contribution Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, the Debt Commitment Letter, the Equity Commitment Letter, and the Contribution Agreement, copies of which are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4, respectively, and the terms of which are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended to add the following:

The response to Item 4 above is hereby incorporated by reference in its entirety into this Item 6.

Page 8 of 9 Pages

Item 7. Material to Be Filed as Exhibits.

Exhibit Number	Exhibit Name
99.1	Agreement and Plan of Merger, dated August 11, 2013, by and among DFC Holdings, LLC, DFC Merger Corp., David H. Murdock, and Dole Foods, Inc.
99.2	Commitment Letter, dated August 11, 2013, by and among DFC Holdings, LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and The Bank of Nova Scotia.
99.3	Commitment Letter, dated August 11, 2013, by and between DFC Holdings, LLC, David H. Murdock and Dole Food Company, Inc.
99.4	Letter Agreement, dated August 11, 2013, by and between David H. Murdock and Dole Food Company, Inc.

Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 12, 2013

By:	/s/ David H. Murdock
Name:	David H. Murdock,
	individually and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended
CASTLE & COOKE INVESTMENTS, INC.
By:	/s/ Scott A. Griswold
Name:	Scott A. Griswold
Title:	Executive Vice President
CASTLE & COOKE HOLDINGS, INC.
By:	/s/ Scott A. Griswold
Name:	Scott A. Griswold
Title:	Executive Vice President

EX-99.1

Exhibit 99.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

AMONG

DFC HOLDINGS, LLC,

DFC MERGER CORP.,

DAVID H. MURDOCK

AND

DOLE FOOD COMPANY, INC.

DATED AS OF AUGUST 11, 2013

TABLE OF CONTENTS

		Page
ARTICLE I
THE MERGER			1
Section 1.1	The Merger		1
Section 1.2	Closing		2
Section 1.3	Effective Time		2
Section 1.4	Effects of the Merger		2
Section 1.5	Certificate of Incorporation; By-laws		2
Section 1.6	Directors		3
Section 1.7	Officers		3
Section 1.8	Effect on Capital Stock		3
Section 1.9	Further Assistance		4
ARTICLE II
PROXY STATEMENT; STOCKHOLDERS’ MEETING			4
Section 2.1	Proxy Statement and Other Filings		4
Section 2.2	Stockholders’ Meeting		5
ARTICLE III
DISSENTING SHARES; EXCHANGES OF SHARES; RELATED MATTERS			6
Section 3.1	Dissenting Shares		6
Section 3.2	Payment for Shares		6
Section 3.3	Treatment of Stock Options, RSUs, Restricted Stock, Performance Share Units and LTIP		8
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY			9
Section 4.1	Corporate Existence and Power		9
Section 4.2	Corporate Authorization; Approvals		10
Section 4.3	Governmental Authorization		10

- i -

TABLE OF CONTENTS

(Continued)

		Page
Section 4.4	Non-Contravention		11
Section 4.5	Capitalization		12
Section 4.6	Subsidiaries		12
Section 4.7	Past SEC Documents		13
Section 4.8	Financial Statements; Liabilities		14
Section 4.9	Disclosure Statements		14
Section 4.10	Absence of Certain Changes		15
Section 4.11	Litigation		15
Section 4.12	Taxes		15
Section 4.13	Compliance with Laws; Licenses, Permits and Registrations		16
Section 4.14	Contracts		16
Section 4.15	Intellectual Property		17
Section 4.16	Required Vote		17
Section 4.17	Finders’ Fees; Opinion of Committee Financial Advisor		17
Section 4.18	Section 203 of the DGCL		17
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT, PURCHASER AND MURDOCK			18
Section 5.1	Existence and Power		18
Section 5.2	Authorization; Approvals		18
Section 5.3	Governmental Authorization		19
Section 5.4	Non-Contravention		19
Section 5.5	Information in Securities Filings		19
Section 5.6	Purchaser’s Operations		19
Section 5.7	Vote Required		20
Section 5.8	Finders’ Fees		20
Section 5.9	Financing		20
Section 5.10	Solvency		21

- ii -

TABLE OF CONTENTS

(Continued)

		Page
ARTICLE VI
COVENANTS			21
Section 6.1	Conduct of Business of the Company		21
Section 6.2	Consents and Filings		22
Section 6.3	Indemnification; Insurance		23
Section 6.4	Other Proposals		24
Section 6.5	Public Announcements		27
Section 6.6	Employee Benefits		27
Section 6.7	Financing		28
Section 6.8	Cooperation with Financing Efforts		30
Section 6.9	Voting		32
ARTICLE VII
CONDITIONS TO CONSUMMATION OF THE MERGER			33
Section 7.1	Conditions to Each Party’s Obligation		33
Section 7.2	Condition to Murdock’s, Purchaser’s and Parent’s Obligation		33
Section 7.3	Condition to Company’s Obligation		34
ARTICLE VIII
TERMINATION; AMENDMENT; WAIVER			34
Section 8.1	Termination		34
Section 8.2	Effect of Termination		35
Section 8.3	Amendment		35
Section 8.4	Extension; Waiver		35
ARTICLE IX
MISCELLANEOUS			36
Section 9.1	Nonsurvival of Representations, Warranties and Agreements		36
Section 9.2	Entire Agreement; Assignment		36
Section 9.3	Severability		37
Section 9.4	Notices		37
Section 9.5	Governing Law		38
Section 9.6	Submission to Jurisdiction		38

- iii -

TABLE OF CONTENTS

(Continued)

		Page
Section 9.7	Descriptive Headings		39
Section 9.8	Parties in Interest		39
Section 9.9	Counterparts		39
Section 9.10	Expenses		39
Section 9.11	Purchaser Termination Fee		40
Section 9.12	Specific Performance		41
Section 9.13	Affiliates		42
Section 9.14	No Liability of Financing Sources		42

Exhibits:

Exhibit A: Certificate of Incorporation of Surviving Corporation

Schedules:

Company Disclosure Schedule

- iv -

INDEX OF DEFINED TERMS

Terms	Section
Agreement	Preamble
Business Day	1.2
Certificate of Merger	1.3
Certificates	3.2(b)
Closing	1.2
Closing Date	1.2
Commitment Letters	5.9
Committee Financial Advisor	4.17(a)
Common Stock	Recitals
Company	Preamble
Company 10-K	4.8(a)
Company Board	Recitals
Company Board Recommendation	4.2(b)
Company Intellectual Property	4.15(a)
Company Material Adverse Effect	4.1
Company Options	3.3(a)
Company Performance Share Unit Awards	3.3(c)
Company Required Governmental Consent	4.3
Company Restricted Stock Awards	3.3(b)
Company Returns	4.12(b)
Company RSUs	3.3(b)
Company Stockholder Approval	4.16
Company Stockholders’ Meeting	2.2
Compliant	6.8
Constituent Corporations	1.1
Costs	6.3
D&O Insurance	6.3
Debt Commitment Letter	5.9
Debt Financing	5.9
Depositary	3.2(a)
DGCL	1.1
Disinterested Stockholder Approval	Recitals
Disinterested Stockholders	Recitals
Dissenting Shares	3.1(a)
DOJ	6.2
Effective Time	1.3
Environmental Laws	4.13(a)
Equity Commitment Letter	5.9
Equity Financing	5.9
Exchange Act	2.1(a)
Excluded Party	6.4(b)
Expenses	9.10(a)

Financing Sources	5.9
FTC	6.2
GAAP	4.8(a)
Governmental Entity	4.3
HSR Act	4.3
Indemnified Parties	6.3
Intervening Event	6.4(b)
June Balance Sheet	4.12(b)
Knowledge	4.5(b)
Lenders	5.9
Lien	4.4
LTIP	3.3(d)
Marketing Period	6.8
Merger	Recitals
Merger Consideration	1.8(c)
Murdock	Preamble
No-Shop Period Start Date	6.4(a)
Notice of Board Action	6.4(c)
Notice Period	6.4(c)
Orders	4.11
Other Filings	2.1(a)
Outside Date	8.1(b)(ii)
Parent	Preamble
Parent Material Adverse Effect	5.1
Parent Required Governmental Consents	5.3
Parent Shares	Recitals
Past SEC Documents	4.7
Person	6.4(b)
Preferred Stock	4.5(a)
Proceedings	4.11
Proxy Statement	2.1(a)
Proxy Statement Clearance Date	2.1(b)
Purchaser	Preamble
Required Cash Amount	5.9
Required Information	6.8(b)
Responsible Parties	6.4(a)
Schedule 13E-3	2.1(a)
SEC	2.1(a)
Secretary	1.3
Section 203	4.18
Securities Act	4.3
Solvent	5.10
Special Committee	Recitals
Subsidiary	1.8(b)
Superior Proposal	6.4(b)
Surviving Corporation	1.1

- 2 -

Tax	4.12(a)
Tax Returns	4.12(a)
Taxing Authority	4.12(a)
Termination Fee	9.11
Transaction Proposal	6.4(b)
Treasury Shares	1.8(b)

- 3 -

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of August 11, 2013 (“Agreement”) among DFC Holdings, LLC, a Delaware limited liability company (“Parent”), DFC Merger Corp., a Delaware corporation (“Purchaser”), whose sole stockholder is Parent, David H. Murdock, an individual (“Murdock”), and Dole Food Company, Inc., a Delaware corporation (the “Company”).

R E C I T A L S

A. Parent desires to acquire beneficial ownership of all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), and has caused Purchaser to be formed to accomplish such purpose.

B. Murdock is presently the beneficial owner of 35,568,585 shares of Common Stock that he intends to contribute, through Parent, to Purchaser prior to the Merger (such shares, together with any shares of Common Stock hereafter acquired or beneficially owned by Murdock, Parent, Purchaser or their respective affiliates, collectively, the “Parent Shares”).

C. The respective Boards of Directors of Parent and Purchaser have approved the merger of Purchaser with and into the Company, with the Company continuing as the Surviving Corporation (the “Merger”), upon the terms and subject to the conditions set forth in this Agreement, and have approved and declared advisable this Agreement.

D. The Board of Directors of the Company (the “Company Board”), acting upon the unanimous recommendation of a committee of the Company Board consisting only of independent and disinterested directors of the Company (the “Special Committee”), has approved the Merger, upon the terms and subject to the conditions set forth in this Agreement, and has approved and declared advisable this Agreement.

E. The Merger also requires the approval (the “Disinterested Stockholder Approval”) of the holders of a majority of the issued and outstanding shares of Common Stock beneficially owned by the stockholders of the Company other than Murdock, Parent, Purchaser and their respective affiliates (the “Disinterested Stockholders”).

NOW, THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger. Upon the terms and subject to the conditions hereof, and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Purchaser shall be merged with and into the Company at the Effective Time. The Company shall continue as the surviving corporation (the “Surviving Corporation”) in the Merger and the separate corporate existence of Purchaser shall cease (Purchaser and the Company are sometimes referred to herein as the “Constituent Corporations”).

Section 1.2 Closing. Unless this Agreement has been terminated and the transactions herein contemplated have been abandoned pursuant to Article VIII, the closing of the Merger (the “Closing”) will take place at 12:00 p.m. (Eastern Time) on the second Business Day after satisfaction or waiver of the conditions set forth in Article VII (other than such conditions that, by their terms, may only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or waiver of such conditions), at 10900 Wilshire Boulevard, Los Angeles, California 90024, unless another date, time or place is agreed to in writing by the parties hereto; provided that, without the prior written consent of Parent, the Closing shall not occur prior to the earlier of (a) a date during the Marketing Period specified by Parent on no fewer than two Business Days’ notice to the Company or (b) if no such date has been specified by Parent, the second Business Day following the final day of the Marketing Period. The day on which the Closing takes place is referred to as the “Closing Date.” For purposes of this Agreement, the term “Business Day” shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York.

Section 1.3 Effective Time. On the Closing Date, the Surviving Corporation shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the DGCL with the Secretary of State of the State of Delaware (the “Secretary”), and the Merger shall become effective at such time as the Certificate of Merger is accepted for filing by the Secretary or at such later time as is specified in the Certificate of Merger to which Purchaser and the Company shall have agreed to in writing (the time the Merger becomes effective being the “Effective Time”).

Section 1.4 Effects of the Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL, including, without limitation, that, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Section 1.5 Certificate of Incorporation; By-laws.

(a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety in the form attached hereto as Exhibit A and, as so amended, until thereafter further amended as provided therein and under the DGCL, shall be the certificate of incorporation of the Surviving Corporation following the Merger.

(b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be amended to conform to the by-laws of Purchaser, except that the name of the Surviving Corporation shall be “Dole Food Company, Inc.” and, as so amended, until thereafter further amended as provided therein and under the DGCL, shall be the by-laws of the Surviving Corporation following the Merger.

- 2 -

Section 1.6 Directors. The directors of the Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, or as otherwise provided by law.

Section 1.7 Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation immediately after the Effective Time, all such officers to hold office from the Effective Time until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and by-laws of the Surviving Corporation, or as otherwise provided by law.

Section 1.8 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Common Stock or any shares of capital stock of Purchaser:

(a) Common Stock of Purchaser. Each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of the common stock of the Surviving Corporation.

(b) Cancellation of Treasury Stock. Each share of the Common Stock that is owned by the Company or by any direct or indirect wholly owned Subsidiary of the Company (the “Treasury Shares”) issued and outstanding immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no cash or other treasury stock consideration shall be delivered or deliverable in exchange therefor. “Subsidiary” of any Person means another Person if the first Person or a subsidiary thereof owns an amount of the voting securities, other voting ownership or voting partnership interests which is sufficient to elect at least a majority of the Board of Directors (or other governing body) of such Person or, if there are no such voting interests, if the first Person or a subsidiary thereof owns 50% or more of the equity interests of such Person.

(c) Conversion of the Common Stock. Each share of the Common Stock issued and outstanding immediately prior to the Effective Time, except for (i) the Parent Shares, (ii) the Treasury Shares and (iii) Dissenting Shares, shall be converted into the right to receive in cash from the Surviving Corporation following the Merger $13.50 per share in cash (the “Merger Consideration”), without interest, and subject to deduction for any required withholding taxes, upon surrender of the Certificates representing such shares of Common Stock pursuant to Section 3.2. The term “Merger Consideration” shall mean the per share amount in reference to the consideration designated on a per share basis, and otherwise shall refer to the aggregate consideration represented by the per share amount multiplied by the total number of shares of Common Stock (other than Parent Shares, Treasury Shares and Dissenting Shares) then outstanding.

(d) Cancellation of Parent Shares. Each Parent Share issued and outstanding immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor.

- 3 -

(e) Cancellation of the Common Stock. As of the Effective Time, all shares of the Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate (other than holders of Parent Shares, Treasury Shares and Dissenting Shares) representing any such shares of the Common Stock shall, to the extent such Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest, and subject to deduction for any required withholding taxes, upon surrender of such Certificate in accordance with Section 3.2.

Section 1.9 Further Assistance. If at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper (i) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired as a result of the Merger or (ii) otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors or their designees are authorized to execute and deliver, in the name and on behalf of the Constituent Corporations, all such deeds, bills of sale, assignments and assurances and do, in the name and on behalf of the Constituent Corporations, all such other acts and things necessary, desirable or proper to vest, perfect or confirm its right, title or interest in, to or under any of the rights, properties or assets of the Constituent Corporations acquired or to be acquired as a result of the Merger and otherwise to carry out the purpose of this Agreement.

ARTICLE II

PROXY STATEMENT; STOCKHOLDERS’ MEETING

Section 2.1 Proxy Statement and Other Filings.

(a) As promptly as reasonably practicable after the execution of this Agreement, the Company, Murdock, Parent and Purchaser shall cooperate and promptly prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the meeting of the Company’s stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), a joint Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (the “Schedule 13E-3”) and any other filings made by or required to be made by the Company, Murdock, Parent or Purchaser with the SEC in connection with the Merger other than the Proxy Statement and Schedule 13E-3 (the “Other Filings”), if any. The parties shall cause the Proxy Statement, the Schedule 13E-3 and any Other Filings to comply as to form in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including Regulation 14A and Rule 13e-3, and any other applicable laws. The parties, after consultation with each other, will use all reasonable efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and any Other Filings. Each of Parent, Purchaser and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Proxy Statement,

- 4 -

the Schedule 13E-3 and any Other Filings. Each party agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement, Schedule 13E-3 or any Other Filings will, at the respective times when such are filed with the SEC or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) As promptly as reasonably practicable after the Proxy Statement Clearance Date, the Company shall cause the Proxy Statement to be mailed to its stockholders. The Proxy Statement shall include the Company Board Recommendation, subject to the Company Board’s right to withdraw, modify or amend such recommendation in accordance with the requirements of Section 6.4. “Proxy Statement Clearance Date” means the later to occur of (i) if the SEC has not informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date of the day following such tenth calendar day or (ii) if the SEC has informed the Company that it intends to review the Proxy Statement on or prior to the tenth calendar day following the filing of the preliminary Proxy Statement, the date that all comments received from the SEC have been cleared.

(c) No amendment or supplement to the Proxy Statement, the Schedule 13E-3 or any Other Filings will be made by the Company without the approval of Parent (such approval not to be unreasonably withheld, conditioned or delayed). The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement, the Schedule 13E-3 or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information.

(d) Each of the parties agrees to use its best efforts to cooperate and to provide each other with such information as any of such parties may reasonably request in connection with the preparation of the Proxy Statement, the Schedule 13E-3 and the Other Filings. Each party agrees promptly to supplement, update and correct any information provided by it for use in the Proxy Statement, the Schedule 13E-3 and the Other Filings to the extent that it is or shall have become incomplete, false or misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent or Purchaser, or their respective officers and directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, the Schedule 13E-3 or Other Filings, Parent shall promptly inform the Company. If at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement, the Schedule 13E-3 or any Other Filing, the Company shall promptly inform Parent.

Section 2.2 Stockholders’ Meeting. In accordance with applicable law and the Company’s certificate of incorporation and by-laws, the Company shall call, give notice of and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable for the purpose of obtaining the Company Stockholder Approval, including the Disinterested Stockholder Approval, and the Company shall use its best efforts to hold the Company Stockholders’ Meeting as promptly as practicable after the Proxy Statement Clearance Date.

- 5 -

ARTICLE III

DISSENTING SHARES; EXCHANGES OF SHARES; RELATED MATTERS.

Section 3.1 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the adoption of this Agreement or consented thereto in writing and who has complied with all of the relevant provisions of Section 262 of the DGCL or any successor provision (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Common Stock held by such holder in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses such holder’s right to appraisal in accordance with Section 262 of the DGCL, in which case such Common Stock shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, and subject to deduction for any required withholding taxes, upon surrender of the Certificate or Certificates representing such shares of Common Stock pursuant to Section 3.2.

(b) (i) The Company shall give Parent prompt notice of any written demands for appraisal of any Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) Parent shall have the right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal or agree to do any of the foregoing.

Section 3.2 Payment for Shares.

(a) Prior to the Effective Time, Parent shall (i) designate a bank or trust company to act as depositary in the Merger, which depositary shall be reasonably satisfactory to the Company (the “Depositary”), and Parent shall enter into an agreement with the Depositary, which agreement shall be in form and substance reasonably satisfactory to the Company, pursuant to which, after the Effective Time, the Depositary will distribute the Merger Consideration on a timely basis and (ii) irrevocably deposit or cause to be deposited with the Depositary the amounts required with respect to the conversion of the shares of Common Stock at the Effective Time pursuant to Section 1.8(c) as Certificates are surrendered.

(b) As soon as practicable after the Effective Time, the Depositary shall be instructed to mail to each record holder (other than holders of Parent Shares, Treasury Shares and Dissenting Shares) of a certificate or certificates that immediately prior to the Effective Time

- 6 -

represented Shares (the “Certificates”) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the Certificates to the Depositary) and instructions for its use in effecting the surrender of the Certificates in exchange for the Merger Consideration in customary form to be reasonably agreed to by Parent and the Company prior thereto. Upon surrender to the Depositary of a Certificate, together with a letter of transmittal duly executed and completed in accordance with the instructions thereon, the holder of such Certificate shall be entitled to receive in exchange therefor consideration equal to the number of shares of Common Stock represented by such Certificate multiplied by the Merger Consideration and such Certificate shall forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration, and any amount payable hereunder will be subject to deduction for any required withholding taxes. If the Merger Consideration is to be distributed to a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of such distribution that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer (including signature guarantees if required by Parent) and that the Person requesting such distribution shall pay any transfer or other taxes required by reason of such distribution to a Person other than the registered holder of the Certificate surrendered or, in the alternative, establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. After 12 months following the Effective Time, the Surviving Corporation may require the Depositary to deliver to it any cash (including any interest received with respect thereto) that it has made available to the Depositary and that has not been disbursed to holders of Certificates, and thereafter such holders shall be entitled (subject to abandoned property, escheat and other similar laws) to look to the Surviving Corporation only as general creditors with respect to the cash payable upon due surrender of their Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Depositary, in connection with the distribution of the Merger Consideration. Until surrendered in accordance with the provisions of this Section 3.2, each Certificate (other than Certificates representing Parent Shares, Treasury Shares and Dissenting Shares) shall represent for all purposes the right to receive consideration equal to the Merger Consideration multiplied by the number of shares of Common Stock evidenced by such Certificate. From and after the Effective Time, holders of Certificates immediately prior to the Merger shall have no right to vote or to receive any dividends or other distributions with respect to any shares of Common Stock that were represented by such Certificates, other than any dividends or other distributions payable to holders of record as of a date prior to the Effective Time, and shall have no other rights in respect thereof other than as provided herein or by law.

(c) From and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, which are not Certificates in respect of (i) Parent Shares, (ii) Treasury Shares or (iii) Dissenting Shares the rights to which have been perfected and not withdrawn or lost under the DGCL, they shall be cancelled and exchanged for Merger Consideration as provided in this Article III.

(d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be

- 7 -

made against it or the Surviving Corporation with respect to such Certificate, the Depositary will issue a check in the amount equal to the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration.

Section 3.3 Treatment of Stock Options, RSUs, Restricted Stock, Performance Share Units and LTIP.

(a) As of immediately prior to and conditioned upon the occurrence of the Effective Time, each holder (other than Murdock) of a then outstanding option to purchase shares of Common Stock (the “Company Options”), whether vested or unvested, shall be entitled to receive, and shall receive (without any action on the part of any such holder), from the Surviving Corporation, in settlement thereof, cash (without interest and net of applicable withholding taxes) in an amount equal to the product of (i) the Merger Consideration minus the applicable exercise price per share of such option multiplied by (ii) the number of shares of Common Stock that such option may purchase upon exercise, within 15 days after the Effective Time.

(b) As of immediately prior to and conditioned upon the occurrence of the Effective Time and without any action on the part of any holder of any time-based restricted stock unit award granted under any compensation plan or arrangement of the Company (“Company RSUs”) or time-based restricted stock award granted under any compensation plan or arrangement of the Company (the “Company Restricted Stock Awards”), each Company RSU and Company Restricted Stock Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash (without interest, and subject to deduction for any required withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the number of shares of Company Common Stock subject to such Company RSU and Company Restricted Stock Award, and such amount shall be payable within 15 days after the vesting date (subject to the continued employment of the holder thereof with the Company or any of its Subsidiaries through the vesting date) for such Company RSU and Company Restricted Stock Award.

(c) As of immediately prior to and conditioned upon the occurrence of the Effective Time and without any action on the part of any holder of any performance-based restricted stock unit award (the “Company Performance Share Unit Awards”), each Company Performance Share Unit Award that is outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash (without interest, and subject to deduction for any required withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the number of shares of Company Common Stock subject to such Company Performance Share Unit Award, and such amount shall be payable within 15 days after the vesting date (subject to the continued employment of the holder thereof with the Company or any of its Subsidiaries through the vesting date and the achievement of the performance metric) for such Company Performance Share Unit Award, subject to adjustment of the performance metric.

(d) With respect to any Company cash-based awards under the 2013 Self-Funded Cash Long-Term Incentive Plan (“LTIP”) that are outstanding as of immediately prior to the Effective Time, such awards shall continue to be in effect after the Effective Time according to their terms and the terms of the LTIP.

(e) Prior to the Effective Time, the Compensation Committee shall adopt such resolutions in a form reasonably acceptable to Parent and the Company shall take such other actions as may be necessary to effectuate the provisions of this Section 3.3.

- 8 -

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Past SEC Documents (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward looking statements or cautionary, predictive or forward-looking in nature) or the Company Disclosure Schedule attached hereto (with respect to which any particular reference to a section of this Agreement shall be deemed to be disclosed under all other articles and sections of this Agreement to which it is reasonably apparent from the text that such disclosure is relevant to such other articles and sections), the Company represents and warrants to the Parent and the Purchaser as follows:

Section 4.1 Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has heretofore made available to the Parent true and complete copies of the Company’s certificate of incorporation and by-laws as currently in effect.

As used herein, the term “Company Material Adverse Effect” shall mean any adverse development, change, effect, event, occurrence, circumstance or state of facts (a) that has a material adverse effect on the financial condition, business, assets, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) which would prevent or materially impair the ability of the Company to consummate the Merger, which has occurred or would reasonably be expected to occur as a result of such development, change, effect, event, occurrence, circumstance or state of facts, excluding in each case (i) any development, change, effect, event, occurrence, circumstance or state of facts resulting from general changes in economic and financial market conditions, (ii) changes in conditions (including as a result of changes in laws, including without limitation, common law, tariffs, export and import laws, rules and regulations or the interpretations thereof and as a result of weather conditions) generally applicable to the fresh produce industry that are not unique to the Company and its Subsidiaries, (iii) changes resulting from the announcement of the transactions described in this Agreement or the identity of the Parent or the Purchaser or from the performance of this Agreement and compliance with the covenants set forth herein, (iv) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) any decline in the market

- 9 -

price, or change in trading volume, of any capital stock of the Company or (vi) any failure to meet any internal or public projections, forecasts or estimates of revenue, earnings, cash flow, cash position or other financial measures (provided that the underlying cause of any decline, change or failure referred to in clause (v) or (vi) (if not otherwise falling within clauses (i) through (vi) above) may be taken into account in determining whether there is a “Company Material Adverse Effect”), except in the case of clauses (i) and (ii), to the extent that the Company and its Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which the Company and its Subsidiaries operate (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there is a “Company Material Adverse Effect”)). Notwithstanding the foregoing, a “Company Material Adverse Effect” shall be deemed to have occurred if, following the date of this Agreement, the Company and its Subsidiaries incur judgments or costs in connection with Proceedings (which judgments or costs are not covered by insurance or other third-party indemnity and which are likely, in the opinion of the Company’s general counsel, to be sustained on appeal or otherwise enforced against the Company or a Subsidiary of the Company) in an amount which results in an event of default under and an acceleration of the Company’s current principal credit facility.

Section 4.2 Corporate Authorization; Approvals.

(a) The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement and, subject to the Company Stockholder Approval, to consummate the Merger. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, and, except for the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the consummation of the Merger. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Murdock, Parent and the Purchaser, this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general equitable or fiduciary principles.

(b) The Company Board, at a meeting duly called and held on August 11, 2013, has unanimously, with Murdock abstaining, adopted resolutions, in accordance with the unanimous recommendation of the Special Committee, (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Disinterested Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby and (iii) determining to recommend that the stockholders of the Company vote to adopt this Agreement (such recommendation, the “Company Board Recommendation”), subject to the Company Board’s right to withdraw, modify or amend such recommendation in accordance with the requirements of Section 6.4.

Section 4.3 Governmental Authorization. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger require no action by or in respect of, or filing with, any federal, state or local governmental

- 10 -

authority, any transgovernmental authority or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (each, a “Governmental Entity”), other than (a) the filing of (i) the Certificate of Merger in accordance with the DGCL and (ii) appropriate documents with the relevant authorities of other states or jurisdictions in which the Company or any Company Subsidiary is qualified to do business; (b) compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any applicable non-U.S. antitrust or competition-related laws; (c) compliance with any applicable requirements of the New York Stock Exchange; (d) compliance with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the Exchange Act; (e) such as may be required under any applicable state securities or blue sky laws or state takeover laws; and (f) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, have a Company Material Adverse Effect (the filings and authorizations referred to in clauses (a) through (f) being referred to collectively as the “Company Required Governmental Consents”).

Section 4.4 Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger do not and will not (a) contravene or conflict with the Company’s certificate of incorporation or by-laws, (b) assuming that all of the Company Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Company Subsidiary (except that no representation or warranty is made with respect to any antitrust statute, regulation, rule or other such restriction), (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of the Company or any Company Subsidiary or to a loss of any benefit or status to which the Company or any Company Subsidiary is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any Company Subsidiary (other than the Company Options, Company RSUs, Company Restricted Stock Awards or Company Performance Share Unit Awards) or any license, franchise, permit or other similar authorization held by the Company or any Company Subsidiary or (d) result in the creation or imposition of any Lien on any asset of the Company or any Company Subsidiary, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Company Material Adverse Effect.

As used in this Agreement, “Lien” means any mortgage, lien, pledge, charge, claim, security interest or encumbrance of any kind; provided, however, that the term “Lien” shall not include (i) liens for water and sewer charges and current taxes, assessments and other governmental levies, fees or charges not yet due and payable or being contested in good faith, (ii) landlords’, mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and similar liens, (iii) purchase money liens and liens securing rental payments under capital lease arrangements, (iv) liens or imperfections on property which do not materially detract from the value or the existing use of the property affected by such lien or imperfection, (v) liens securing liabilities which are reflected or reserved against in the June Balance Sheet to the extent so reflected or reserved, (vi) liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings and (vii) zoning, building codes and other land use

- 11 -

laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Entity which are not violated by the current use or occupancy of such real property or the operation of the business or any violation of which would not materially and adversely affect the business of the Company and its Subsidiaries, taken as a whole.

Section 4.5 Capitalization.

(a) The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). There were, as of the close of business on August 9, 2013, (i) 89,888,765 shares of Common Stock issued and outstanding, (ii) no shares of Preferred Stock issued and outstanding and (iii) no shares of Common Stock held in the treasury of the Company. As of August 9, 2013, there were 3,968,717 shares of Common Stock reserved for issuance upon exercise or settlement of outstanding Company Options, Company RSUs or Company Restricted Stock Awards and up to 364,000 shares of Common Stock reserved for issuance upon settlement of outstanding Company Performance Share Unit Awards. All outstanding shares of the capital stock of the Company are, and all shares which may be issued pursuant to the exercise or settlement of the Company Options, Company RSUs, Company Restricted Stock Awards and Company Performance Share Unit Awards will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation, the Company’s by-laws or any contract to which the Company is a party or otherwise bound.

(b) As of the date hereof, except as described in Section 4.5(a) herein, there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Common Stock or other capital stock of the Company or any Company Subsidiary or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Company Subsidiary or, to the Knowledge of the Company, any other entity, other than loans to Subsidiaries in the ordinary course of business. As used in this Agreement, the term “Knowledge” when referring to the Company means the actual knowledge of C. Michael Carter, Keith Mitchell and Beth Potillo, without any duty of inquiry.

Section 4.6 Subsidiaries.

(a) No Subsidiary of the Company is a Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X of the Exchange Act.

- 12 -

(b) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company, are owned by the Company, directly or indirectly.

(c) Each Company Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its state or country of organization, and has all applicable business entity power required to carry on its business as now conducted, except where the failure to be so organized or in such existence or standing or have such powers, individually or in the aggregate, would not have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

(d) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company have been duly authorized and validly issued and all of the outstanding shares of capital stock of each Subsidiary that is a corporation are fully paid and nonassessable. All of the outstanding capital stock or other ownership interest, which is owned, directly or indirectly, by the Company in each of its Subsidiaries is owned free and clear of any Lien and, with respect to corporate Subsidiaries, free of any other limitation or restriction, including any limitation or restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interest (other than any of such under the Securities Act or any state or foreign securities laws) (provided that restrictions on these rights with respect to non-corporate Subsidiaries would not have a Company Material Adverse Effect). There are no outstanding (i) securities of the Company or any of the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any of the Company Subsidiaries, (ii) options, warrants or other rights to acquire from the Company or any of the Company Subsidiaries, or obligations of the Company or any of the Company Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of the Company Subsidiaries or (iii) obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of the Company Subsidiaries or any capital stock of, or other ownership interests in, any of the Company Subsidiaries. There are no other Persons in which the Company owns, of record or beneficially, any direct or indirect equity or similar interest or, to the Knowledge of the Company, any right (contingent or otherwise) to acquire the same.

Section 4.7 Past SEC Documents. The Company has filed, in a timely manner, all reports, filings, registration statements and other documents required to be filed by it with the SEC after January 1, 2012 and prior to the date of this Agreement (collectively, the “Past SEC Documents”). As of its filing date or as amended or supplemented prior to the date hereof, each Past SEC Document complied in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be. No Past SEC Document, as of its filing date or effective date, as appropriate, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

- 13 -

Section 4.8 Financial Statements; Liabilities.

(a) The audited consolidated financial statements of the Company included in the Company annual report on Form 10-K for its fiscal year ended December 29, 2012 (the “Company 10-K”) fairly present in all material respects, in accordance with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in conformity with United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended.

(b) There are no liabilities of the Company or any Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries, in each case, other than:

(i) liabilities or obligations disclosed or provided for in the Company’s consolidated balance sheet as of December 29, 2012 included in the Company 10-K, including the notes thereto;

(ii) liabilities or obligations existing as of December 29, 2012;

(iii) liabilities or obligations under this Agreement or incurred in connection with the Merger or the other transactions contemplated hereby;

(iv) since December 29, 2012, obligations of the Company to comply with all applicable laws;

(v) since December 29, 2012, ordinary course obligations of the Company and its Subsidiaries under the agreements, contracts, leases and licenses to which they are a party;

(vi) other liabilities or obligations incurred or arising since December 29, 2012 which are disclosed or provided for in the Past SEC Documents; and

(vii) other liabilities or obligations which, individually or in the aggregate, would not have a Company Material Adverse Effect.

Section 4.9 Disclosure Statements. (a) The Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the Effective Time and (b) the Schedule 13E-3 and any Other Filings or any supplement or amendment thereto, at the time of the filing thereof and at the time of any distribution or dissemination thereof, in each case, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The representations and warranties contained in this Section 4.9 will not

- 14 -

apply to statements or omissions included in the Proxy Statement, Schedule 13E-3 or any Other Filings based upon information furnished in writing to the Company by or on behalf of Murdock, Parent or Purchaser.

Section 4.10 Absence of Certain Changes. Since December 29, 2012 and through the date of this Agreement, except as otherwise expressly contemplated by this Agreement, the Company and the Company Subsidiaries have conducted their business in the ordinary course consistent with past practice and there has not been any action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, would have a Company Material Adverse Effect.

Section 4.11 Litigation. As of the date of this Agreement, (a) there are no, and to the Knowledge of the Company there are no threatened, actions, suits, claims, litigation or other governmental or judicial proceedings or investigations or arbitrations (“Proceedings”) against the Company, its Subsidiaries or any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company’s or any Company Subsidiary’s current or former directors or officers (in their capacity as such) or any other Person whom the Company or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Company to indemnify such Person); and (b) there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity (“Orders”) against the Company, its Subsidiaries, any of their respective properties, assets or businesses, or, to the Knowledge of the Company, any of the Company’s or its Subsidiaries’ current or former directors (in their capacity as such) or officers or any other Person whom the Company or any Subsidiary has agreed to indemnify (that would give rise to the obligation of the Company to indemnify such Person), except where such Proceedings or Orders, individually or in the aggregate, would not have a Company Material Adverse Effect.

Section 4.12 Taxes.

(a) As used herein, (i) the terms “Tax” or “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, assessments and other charges of any kind imposed by any Taxing Authority, including, but not limited to, any and all federal, state, provincial, local or foreign income, gross receipts, windfall or excess profit, employment, franchise, severance, sales, use, value added, license, customs, stamp, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties; (ii) the term “Taxing Authority” means any Governmental Entity responsible for the imposition or collection of any Taxes; and (iii) the term “Tax Returns” means any and all federal, state, provincial, local or foreign returns, reports, elections, claims for refund filings, information returns, statements or declarations (including any amendments thereto) relating to Taxes filed or required to be filed with any Taxing Authority.

(b) Except where the failure to take such actions would not, individually or in the aggregate, have a Company Material Adverse Effect, with respect to all taxable years which are not closed by the applicable statute of limitations: (i) all Tax Returns required to be filed with any Taxing Authority by or with respect to the Company and the Company Subsidiaries through the Closing (the “Company Returns”) have been or will be filed in accordance with all applicable laws; (ii) the Company and the Company Subsidiaries have timely paid, or provided

- 15 -

adequate reserves in the consolidated balance sheet of the Company included in the Company’s quarterly report on Form 10-Q for its fiscal quarter ended June 15, 2013 (the “June Balance Sheet”), for all Taxes due with respect to the periods covered by the Company Returns that have been so filed; (iii) the Company and the Company Subsidiaries have paid or will pay when due all estimated Taxes and other Taxes due before or at Closing; (iv) to the Company’s Knowledge, the Company Returns are not subject to examination currently by any Taxing Authority and no written notice has been received by the Company or any Company Subsidiary with respect to any actual or threatened audit or examination of any Company Return; (v) all deficiencies asserted or assessments made as a result of the examination of the Company Returns have been paid in full or are being contested in good faith; (vi) no waivers of the statutes of limitation have been given with respect to any Taxes of the Company or the Company Subsidiaries; (vii) all Taxes that the Company and the Company Subsidiaries have been required to collect or withhold have been duly collected or withheld and have been or will be duly paid to the proper Taxing Authority when due, or adequate reserves have been established on the June Balance Sheet for such Taxes; (viii) none of the Company or any Company Subsidiary has made, requested or agreed to make, nor is required to make, any adjustment under Section 481(a) of the United States Internal Revenue Code by reason of a change in accounting method or otherwise for any taxable year; and (ix) there are no material elections with respect to Taxes affecting either the Company or any Company Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X of the Exchange Act.

Section 4.13 Compliance with Laws; Licenses, Permits and Registrations.

(a) Neither the Company nor any Company Subsidiary is in violation of, or has since December 29, 2012 violated, any applicable provisions of any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees (including, without limitation, any laws, statutes, ordinances, regulations, judgments, injunctions, orders or consent decrees relating to pollution, protection of human health, safety or the environment (collectively, “Environmental Laws”)), except for any such violations which, individually or in the aggregate, would not have a Company Material Adverse Effect.

(b) Each of the Company and the Company Subsidiaries has all permits, licenses, approvals, authorizations of and registrations with and under all federal, state, local and foreign laws (including, without limitation, under any Environmental Law), and from all Governmental Entities required by the Company and the Company Subsidiaries to carry on their respective businesses as currently conducted, except where the failure to have any such permits, licenses, approvals, authorizations or registrations, individually or in the aggregate, would not have a Company Material Adverse Effect.

Section 4.14 Contracts. Each material lease, license, contract, agreement or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties may be bound is valid, binding and enforceable and in full force and effect with respect to the Company or its Subsidiaries and, to the Knowledge of the Company, with respect to the other parties thereto, except in each case where the failure thereof would not have a Company Material Adverse Effect, and there are no existing defaults thereunder with respect to the Company or any of its Subsidiaries or, to the Company’s Knowledge, the other parties thereto, except in each case for those defaults that would not have a Company Material Adverse

- 16 -

Effect. Other than any agreement among only the Company and one or more of its wholly-owned Subsidiaries, neither the Company nor any of its Subsidiaries is a party to any agreement that materially limits the ability of the Company or any of its Subsidiaries to compete in or conduct any material line of its business or compete with any Person or in any geographic area or during any period of time.

Section 4.15 Intellectual Property.

(a) The Company and its Subsidiaries own or have the right to use all Company Intellectual Property necessary to carry on their respective businesses as currently conducted, except where, individually or in the aggregate, such failure would not have a Company Material Adverse Effect. As used in this Agreement, “Company Intellectual Property” means all United States and foreign trademarks, service marks, trade names, Internet domain names, designs, logos, slogans and general intangibles of like nature (together with goodwill, registrations and applications relating to the foregoing) related to the Dole name and trademark.

(b) All of the issued or registered material Company Intellectual Property owned by the Company is held of record in the name of the Company or the applicable Subsidiary free and clear of all Liens, except any that would not individually have a Company Material Adverse Effect, and is not the subject of any cancellation or reexamination proceeding or any other proceeding challenging their extent or validity, except any such proceedings which if determined adversely to the Company would not have a Company Material Adverse Effect.

Section 4.16 Required Vote. The affirmative vote of the holders of a majority of the issued and outstanding Common Stock is the only vote of any class or series of capital stock of the Company required by law, rule or regulation or the certificate of incorporation or the by-laws of the Company to adopt this Agreement. The Company has agreed with Parent and Purchaser to subject the adoption of the merger agreement to the Disinterested Stockholder Approval (such approval, together with the vote referenced in the preceding sentence, the “Company Stockholder Approval”).

Section 4.17 Finders’ Fees; Opinion of Committee Financial Advisor.

(a) Except for the Lazard Frères & Co. LLC (the “Committee Financial Advisor”), no investment banker, broker, finder or other such intermediary has been retained by, or is authorized to act on behalf of, the Company or any Company Subsidiary or is entitled to any fee or commission from the Company or any of its Subsidiaries upon consummation of the Merger or the other transactions contemplated hereby.

(b) The Special Committee and the Company Board have received the opinion of the Committee Financial Advisor, dated as of the date hereof, to the effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Common Stock (other than the holders of the Parent Shares, Treasury Shares and Dissenting Shares).

Section 4.18 Section 203 of the DGCL. To the Knowledge of the Company, other than Section 203 of the DGCL (“Section 203”), no state takeover or similar statute or regulation in any jurisdiction in which the Company does business applies or purports to apply to the Merger or this Agreement, and the restrictions on “business combinations” (as defined in Section 203) set forth in Section 203 do not apply to the Merger.

- 17 -

ARTICLE V

REPRESENTATIONS AND WARRANTIES

OF PARENT, PURCHASER AND MURDOCK

The Parent, the Purchaser and Murdock represent and warrant to the Company as follows:

Section 5.1 Existence and Power. Each of the Parent and the Purchaser is duly organized or incorporated, as applicable, validly existing and in good standing under the laws of the State of Delaware and has all business entity powers required to carry on its business as now conducted. Each of the Parent and the Purchaser is duly qualified to do business and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Material Adverse Effect. The Parent has heretofore made available to the Company true and complete copies of the Purchaser’s certificate of incorporation and by-laws as currently in effect and the Parent’s certificate of formation and operating agreement as currently in effect. Since the date of its incorporation, the Purchaser has not engaged in any activities other than in connection with or as contemplated by this Agreement.

As used herein, the term “Parent Material Adverse Effect” shall mean any adverse change, effect, event, occurrence, circumstance or state of facts which would prevent or materially impair the ability of Parent, the Purchaser or Murdock to consummate the Merger and other transactions contemplated by this Agreement.

Section 5.2 Authorization; Approvals. Parent and the Purchaser each have the requisite business entity power and authority to execute, deliver and perform this Agreement and consummate the Merger. The execution, delivery and performance by the Parent and the Purchaser of this Agreement and the consummation by the Parent and the Purchaser of the Merger have been duly authorized by all necessary corporate or limited liability company action and no other corporate or limited liability company action on the part of Parent or the Purchaser is necessary to authorize the consummation of the Merger, except for the adoption of this Agreement (following its execution) by Parent as the sole stockholder of Purchaser (which Parent covenants to do as soon as practicable following execution of this Agreement). This Agreement has been duly and validly executed and delivered by Parent, the Purchaser and Murdock and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of the Parent, the Purchaser and Murdock, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general equitable or fiduciary principles.

- 18 -

Section 5.3 Governmental Authorization. The execution, delivery and performance by the Parent, the Purchaser and Murdock of this Agreement and the consummation by the Parent, the Purchaser and Murdock of the Merger requires no action by or in respect of, or filing with, any Governmental Entity, other than (a) those set forth in clauses (a) through (e) of Section 4.3 and (b) such other consents, approvals, actions, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not, individually or in the aggregate, have a Parent Material Adverse Effect (the filings and authorizations referred to in clauses (a) and (b) being referred to collectively as the “Parent Required Governmental Consents”).

Section 5.4 Non-Contravention. The execution, delivery and performance by the Parent, the Purchaser and Murdock of this Agreement and the consummation by the Parent, the Purchaser and Murdock of the Merger do not and will not (a) contravene or conflict with the certificate of formation or operating agreement of the Parent or the certificate of incorporation or by-laws of the Purchaser, (b) assuming that all of the Parent Required Governmental Consents are obtained, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Parent, any Parent Subsidiary or Murdock, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration (with or without due notice or lapse of time or both) of any right or obligation of the Parent, any Parent Subsidiary or Murdock, or to a loss of any benefit or status to which the Parent, any Parent Subsidiary or Murdock, is entitled under any provision of any agreement, contract or other instrument binding upon the Parent, any Parent Subsidiary or Murdock, or any license, franchise, permit or other similar authorization held by the Parent, any Parent Subsidiary or Murdock, or (d) result in the creation or imposition of any Lien on any asset of the Parent, any Parent Subsidiary or Murdock, other than, in the case of each of (b), (c) and (d), any such items that would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Section 5.5 Information in Securities Filings. All documents required to be filed by Murdock, Parent or the Purchaser with the SEC in connection with the Merger, and any information supplied by Murdock, Parent or the Purchaser for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 and any Other Filings, or any supplement or amendment to any such filings, will not, at the respective times when such are filed with the SEC and/or are first published, given or mailed to the Company’s stockholders, as the case may be, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the Effective Time, in each case, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The representations and warranties contained in this Section 5.5 will not apply to statements or omissions included in any such filings based upon information furnished in writing by or on behalf of the Company.

Section 5.6 Purchaser’s Operations. The Purchaser was formed solely for the purpose of engaging in the Merger and has not engaged in any business activities or conducted any operations other than in connection with the Merger and has not incurred any obligations or liabilities other than in connection with or as contemplated by this Agreement and except for immaterial liabilities for state franchise taxes.

- 19 -

Section 5.7 Vote Required. No vote of the holders of any of the outstanding shares of capital stock or any other securities of the Parent or the Purchaser is necessary to adopt this Agreement or approve the Merger (except for the adoption of this Agreement by Parent as the sole stockholder of Purchaser referenced in Section 5.2), other than the approval of Murdock, which has been obtained.

Section 5.8 Finders’ Fees. Except for Deutsche Bank Securities Inc., whose fees will be paid by the Parent, there is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission from the Parent or any of its affiliates upon consummation of the Merger or the other transactions contemplated hereby.

Section 5.9 Financing. Parent has received, and previously provided to the Special Committee, fully executed commitment letters from Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Bank of America, N.A. and The Bank of Nova Scotia (the “Lenders”) dated the date hereof providing for financing in an aggregate amount equal to $1,150,000,000 (the “Debt Financing”) and describing the terms and conditions upon which such Lenders (together with their officers, employees, directors, affiliates, partners, controlling parties, advisors, agents and representatives, the “Financing Sources”) will arrange and provide such financing (the “Debt Commitment Letter”) (it being understood and agreed that each related fee letter shall have been redacted in a customary manner as required by the terms of the Debt Commitment Letter, which shall include, without limitation, the fee amounts and certain economic terms of the market “flex” (none of which redacted terms would adversely affect the amount or availability of the Debt Financing). Parent has received, and previously provided to the Special Committee, a fully executed commitment letter from Murdock dated the date hereof providing for financing in an aggregate amount equal to $200,000,000 (the “Equity Financing”) and describing the terms and conditions upon which Murdock will provide such financing (the “Equity Commitment Letter” and, together with the Debt Commitment Letter, the “Commitment Letters”). The Commitment Letters are in full force and effect on the date hereof and have not been withdrawn, rescinded, amended or modified in any respect. There are no conditions precedent to the funding of the full amount of the financing contemplated by the Commitment Letters other than as expressly set forth in the Commitment Letters. There are no facts and circumstances known to Murdock, Parent, Purchaser or any of their respective affiliates that are or that any of them believe is likely to (i) prevent the conditions described in the Commitment Letters from being satisfied on a timely basis, (ii) constitute a default or breach on the part of Murdock, Parent, Purchaser or any of their respective affiliates under the Commitment Letters (whether with or without notice, lapse of time or both), (iii) prevent Parent or Purchaser from receiving financing pursuant to the terms of the Commitment Letters or (iv) make any of the assumptions set forth in the Commitment Letters unreasonable. There are no facts and circumstances known to Murdock, Parent, the Purchaser or any of their respective affiliates that are or that any of them believe is likely to cause the financings contemplated by the Commitment Letters not to be consummated substantially in accordance with the terms thereof. The aggregate proceeds of the financings contemplated by the Commitment Letters, when taken together with the unrestricted cash of the Company and its Subsidiaries, are sufficient to pay the aggregate Merger Consideration, to pay cash amounts payable to the holders of the Company Options pursuant to Section 3.3(a), to effect all refinancings of existing indebtedness of the Company and its Subsidiaries required as a result of the Merger or as required by the Commitment Letters and to pay the anticipated fees and expenses related to the Merger (the “Required Cash Amount”).

- 20 -

Section 5.10 Solvency. None of Parent, the Purchaser or Murdock is entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of Parent, the Purchaser, Murdock, the Company or any Company Subsidiary. Based on information available to Parent, the Purchaser and Murdock, assuming the satisfaction of the conditions to the obligation of Parent, the Purchaser and Murdock to consummate the Merger, then, after giving effect to the Merger, including the utilization of the Required Cash Amount, each of Murdock, Parent and the Surviving Corporation will be Solvent as of the Effective Time and immediately after the consummation of the Merger. As used herein, the term “Solvent” shall mean, when used with respect to any Person, as of any date of determination, (i) the amount of the “fair value” of the “property” of such Person will, as of such date, exceed the value of all “debts,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, (ii) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or about to be engaged following such date, and (ii) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature.

ARTICLE VI

COVENANTS

Section 6.1 Conduct of Business of the Company. Except as otherwise expressly provided in this Agreement or except with the prior consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, the Company will conduct its business in all material respects in the ordinary course. Without limiting the foregoing, until the Effective Time or the earlier termination of this Agreement, the Company will not, and will not permit any of its Subsidiaries to, without the prior consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

(a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a Company Subsidiary to its parent in accordance with applicable law and other than regular quarterly dividends declared in the ordinary course of business consistent with past practice;

(b) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;

(c) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(d) authorize for issuance, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock or the capital stock of any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any

- 21 -

such shares, voting securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights) other than the issuance of shares upon the exercise or settlement of Company Options, Company RSUs, Company Restricted Stock Awards or Company Performance Share Unit Awards;

(e) with respect to the Company only, amend its certificate or articles of incorporation, by-laws or other comparable charter or organizational documents;

(f) subject to the provisions of this Agreement and except as described herein, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization which would be material to the Company and its Subsidiaries, taken as a whole (it being understood that any one or more acquisitions for total consideration not exceeding, in the aggregate, $250 million shall not be material for purposes of this clause (f));

(g) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person in an amount in excess of $5 million, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, in each case except for borrowings or indebtedness permitted under current credit facilities, for loans (including, without limitation, grower loans or advances) and other obligations incurred in the ordinary course of business consistent with past practice, and for leases of containers having an aggregate value of not more than $30 million;

(h) make any loans, advances or capital contributions to, or investments in, any other Person, other than to or in the Company or any Company Subsidiary, in an amount exceeding $30 million, except for loans (including, without limitation, grower loans or advances) and other such advances, capital contributions and investments made in the ordinary course of business consistent with past practices;

(i) adopt resolutions providing for or authorizing a liquidation or a dissolution, except as part of a Transaction Proposal; or

(j) authorize any of, or commit or agree to take any of, the foregoing actions.

Section 6.2 Consents and Filings. The parties shall use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including to (a) obtain from Governmental Entities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement, and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable law, including, in the case of Murdock and the Company,

- 22 -

make the necessary filings under the HSR Act within 10 Business Days after the date hereof. In furtherance and not in limitation of the foregoing, the parties shall (i) use their respective reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the expiration or termination of the waiting period applicable to the Merger under the HSR Act as promptly as reasonably practicable and in any event no later than the Outside Date, (ii) promptly notify the other parties of any communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Entity and consider in good faith the views of the other parties and keep the other parties reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other parties with any written notices or other communications received from, or given to, the Federal Trade Commission (the “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the other parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other party’s comments thereon, and consult with each other party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent permitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Merger) with the FTC or the DOJ unless it consults with the other parties and their representatives in advance and invites the other parties’ representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall prevent any party from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request therefor.

Section 6.3 Indemnification; Insurance. At all times following the Merger, the Surviving Corporation shall indemnify all present and former directors or officers of the Company and its Subsidiaries (“Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, penalties or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Effective Time Company’s current directors’ and officers’ liability insurance and fiduciary liability insurance and indemnification policy (or a policy providing substantially similar coverage, including a prepaid “tail” policy) (the “D&O Insurance”) for all persons who are directors and officers of the Company and its Subsidiaries covered by the

- 23 -

Company’s D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided, further, that Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. The Surviving Corporation shall maintain in effect for a period of not less than six years from the Effective Time, in its certificate of incorporation and bylaws, provisions substantially identical to Article X of the certificate of incorporation of the Company and Article VI of the bylaws of the Company, respectively, as currently in effect. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Section 6.4 Other Proposals.

(a) Notwithstanding anything to the contrary contained in this Agreement, during the period beginning on the date of this Agreement and continuing until 12:01 a.m. (Eastern Time) on the 30th calendar day after the date of this Agreement (the “No-Shop Period Start Date”), the Company and its Subsidiaries and their respective officers, directors, employees, representatives, agents and affiliates (including, without limitation, any investment banker, attorney or accountant retained by Company or any of its Subsidiaries) (collectively, “Responsible Parties”) shall have the right, directly or indirectly, under the direction of the Special Committee (which has been authorized to act on behalf of the Company Board and the Company with respect to any action permitted or contemplated by this Section 6.4), to (i) initiate, solicit and encourage, whether publicly or otherwise, Transaction Proposals (or any inquiry or the making of any proposal or offer or other efforts or attempts that may reasonably be expected to lead to a Transaction Proposal), including by way of furnishing information (including non-public information and data) regarding, and affording access to the business, properties, assets, books, records and personnel of, the Company and its Subsidiaries to any Person pursuant to one or more confidentiality agreements executed by such Person; provided that the Company shall promptly make available to Parent any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or its Responsible Parties, and (ii) engage in, enter into, continue, maintain or otherwise participate in any discussions or negotiations with any Person or group of Persons with respect to any Transaction Proposals (or any inquiry, proposal or offer or other efforts or attempts that may reasonably be expected to lead to a Transaction Proposal) and otherwise cooperate with or assist or participate in or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations.

(b) Except as may relate to any Excluded Party or as expressly permitted by this Section 6.4, from and after the No-Shop Period Start Date until the Effective Time or the earlier termination of this Agreement, none of the Company, any of its Subsidiaries, or any of their respective Responsible Parties, will, directly or indirectly, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance), or take any other action to facilitate knowingly, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Transaction Proposal, or enter into or maintain or continue discussions or negotiate with any individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity (“Person”) in furtherance of such inquiries or to obtain a Transaction Proposal or agree to or endorse any Transaction Proposal or

- 24 -

authorize or permit any Responsible Party to take any such action; provided, however, that nothing contained in this Agreement shall prohibit the Company Board (acting through the Special Committee) from, prior to the Company Stockholders’ Meeting, but subject to compliance with Section 6.4(c): (i) furnishing information to or entering into discussions or negotiations with any Person that has made (and not withdrawn) a bona fide Transaction Proposal which was not directly or indirectly solicited in violation of this Section 6.4 and which the Company Board (acting through the Special Committee), after consultation with its financial advisors and outside legal counsel, determines in good faith constitutes or would reasonably be expected to result in a Superior Proposal, if: (1) the Company Board (acting through the Special Committee), after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to stockholders under applicable law and (2) prior to taking such action the Company provides prompt notice to Purchaser to the effect that it is furnishing such information to or entering into discussions or negotiations with such Person and receives from such Person an executed confidentiality agreement; (ii) failing to make, withholding, withdrawing, qualifying, modifying or amending the Company Board Recommendation if there exists a Superior Proposal or Intervening Event and the Company Board (acting through the Special Committee), after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to stockholders under applicable law in connection with such Superior Proposal or Intervening Event; or (iii) making to the Company’s stockholders any recommendation and related filing with the SEC as required by Rule 14e-2 and 14d-9 under the Exchange Act, with respect to any Transaction Proposal or Intervening Event, or taking any other legally required action with respect to such Transaction Proposal or Intervening Event (including, without limitation, the making of public disclosures as may be necessary or reasonably advisable under applicable securities laws) if the Company Board (acting through the Special Committee), after consultation with its outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to stockholders under applicable law. Except as may relate to any Excluded Party or as otherwise permitted by the foregoing provisions of this Section 6.4, after the No-Shop Period Start Date, the Company shall, and shall cause its Subsidiaries and shall use reasonable best efforts to cause all Responsible Parties to, promptly cease and terminate any then existing solicitation, initiation, encouragement, activity, discussion or negotiation with any Person conducted theretofore by the Company or any Responsible Parties with respect to the foregoing and shall use its reasonable best efforts to cause any such Person (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and/or its Subsidiaries to return or destroy (and confirm destruction of) all such information. In the event of an exercise of the Company’s or the Company Board’s rights under clauses (i), (ii) or (iii) above and subject to compliance with this Section 6.4, notwithstanding anything contained in this Agreement to the contrary, such exercise of rights shall not constitute a breach of this Agreement by the Company. For the avoidance of doubt, notwithstanding the commencement of the No-Shop Period Start Date, the Company may continue to engage in the activities described in Section 6.4(a) (subject to the limitations and obligations set forth therein) with respect to, and the restrictions in Section 6.4(b) shall not apply to, any Excluded Party, including with respect to any amended or modified Transaction Proposal submitted by any Excluded Party following the No-Shop Period Start Date.

- 25 -

For purposes of this Agreement:

“Excluded Party” shall mean any Person, group of Persons or group that includes any Person (so long as such Person, together with all other members of such group, if any, who were members of such group or another group that included such Person immediately prior to the No-Shop Period Start Date, represent at least 50% of the equity financing of such group at all times following the No-Shop Period Start Date and prior to the termination of this Agreement) from whom the Company or any of its Responsible Parties has received, after the execution of this Agreement and prior to the No-Shop Period Start Date, a Transaction Proposal that the Company Board (acting through the Special Committee) after consultation with its financial advisors and outside legal counsel, determines in good faith, prior to or within five Business Days after the No-Shop Period Start Date, constitutes or could reasonably be expected to lead to a Superior Proposal.

“Transaction Proposal” shall mean any of the following (other than the transactions between the Company, Murdock, Purchaser and Parent contemplated by this Agreement) involving the Company or any of its Subsidiaries: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) except in the ordinary course of business, any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 20% or more of the assets of the Company and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any tender offer or exchange offer for, or the acquisition of (or right to acquire) “beneficial ownership” by any person, “group” or entity (as such terms are defined under Section 13(d) of the Exchange Act), of 20% or more of the outstanding shares of capital stock of the Company or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing or recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries.

“Superior Proposal” shall mean a bona fide written Transaction Proposal (except that the references to “20%” in the definition thereof will be deemed “50%”) that the Company Board (acting through the Special Committee), after consultation with its financial advisors and outside legal counsel, determines in good faith is more favorable from a financial point of view to the Disinterested Stockholders than the Merger, taking into account (a) all financial considerations, (b) the identity of the Person making such Transaction Proposal, (c) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Transaction Proposal, (d) the other terms and conditions of such Transaction Proposal and the implications thereof on the Company, including relevant legal, regulatory and other aspects of such Transaction Proposal deemed relevant by the Company Board (acting through the Special Committee), and (e) any revisions to the terms of this Agreement and the Merger proposed by Parent or Purchaser during the Notice Period.

“Intervening Event” shall mean a material development, change, effect, event, occurrence, circumstance or state of facts that occurs or arises after the execution and delivery of this Agreement (other than a Superior Proposal) that was not known to the Special Committee prior to the execution and delivery of this Agreement.

- 26 -

(c) Prior to the Company Board (acting through the Special Committee) withdrawing or modifying the Company Board Recommendation, or approving or recommending a Transaction Proposal, and prior to the Company entering into an agreement with respect to a Transaction Proposal, the Company shall provide Purchaser with a written notice (a “Notice of Board Action”) advising Purchaser of the Transaction Proposal (and, in such case, specifying the material terms and conditions of such Transaction Proposal and identifying the Person making such Transaction Proposal) or Intervening Event, and the Company Board (acting through the Special Committee) shall not withdraw or modify the Company Board Recommendation, or approve or recommend a Transaction Proposal, nor shall the Company nor any Subsidiary enter into an agreement with respect to a Transaction Proposal, until 72 hours after the first Notice of Board Action (the “Notice Period”) with respect to a Transaction Proposal or Intervening Event. During such Notice Period, if requested by Purchaser, the Company shall engage in good faith negotiations with Purchaser to amend this Agreement in such a manner that would cause the Transaction Proposal previously constituting a Superior Proposal to no longer constitute a Superior Proposal or, in the case of an Intervening Event, so there is no longer a basis for the withdrawal or modification by the Company Board (acting through the Special Committee) of the Company Board Recommendation. Any material changes to the financial terms of such Transaction Proposal occurring prior to the Company Board (acting through the Special Committee) withdrawing or modifying the Company Board Recommendation, or approving or recommending a Transaction Proposal, and prior to the Company entering into an agreement with respect to a Transaction Proposal, shall require the Company to provide Purchaser a new Notice of Board Action and a new Notice Period (except that the Notice Period shall be reduced to 48 hours).

Section 6.5 Public Announcements. Neither Murdock, Purchaser or Parent, on the one hand, nor the Company, on the other hand, will issue any press release or public statement with respect to the Merger, without the prior consent of the Company or Parent, respectively, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with, or rule of, the New York Stock Exchange and, in any event, to the extent practicable, Murdock, Parent, Purchaser and the Company will consult with each other before issuing, and provide each other with the reasonable opportunity to review and comment upon, any such press release or other public statements with respect to the Merger. The parties agree that the initial press release or releases to be issued with respect to this Agreement shall be mutually agreed upon prior to the issuance thereof. Notwithstanding anything to the contrary herein, the parties shall be entitled to make public statements to investors, analysts, regulators and other Persons consistent with other information made public in accordance with this Section 6.5.

Section 6.6 Employee Benefits.

(a) Purchaser and Parent agree that, for a period of 12 months following the Effective Time of the Merger, the Surviving Corporation shall maintain employee benefits plans and arrangements (directly or in conjunction with Parent or Purchaser) which, in the aggregate, will provide a level of benefits to continuing employees of the Company and its Subsidiaries substantially comparable to those provided to similarly situated employees as in effect immediately prior to the Effective Time of the Merger; provided that Purchaser may cause modifications to be made to such benefit plans and arrangements to the minimum extent

- 27 -

necessary to comply with applicable law. Nothing in this Section 6.6 shall prohibit the Company or the Surviving Corporation from terminating the employment of any employee at any time with or without cause (subject to, and in accordance with, the terms of any existing employment or other agreements).

(b) The provisions of this Section 6.6 are solely for the benefit of the parties to this Agreement, and nothing in this Agreement, whether express or implied, is intended to, or shall, (i) constitute the establishment or adoption of or an amendment to any compensation or employee benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended, or otherwise be treated as an amendment or modification of any Company, Purchaser, Parent or any of their Subsidiaries’ compensation or benefits plans or arrangements or (ii) create any third-party beneficiary or other right in any Person, including any current or former employee of the Company or any Subsidiary of the Company, or any participant in any Company, Purchaser, Parent or any of their Subsidiaries’ compensation or benefits plans or arrangements (or any dependent or beneficiary thereof).

Section 6.7 Financing.

(a) Murdock agrees to use, and to cause Parent and Purchaser to use, best efforts to complete the transactions contemplated by the Commitment Letters on or before the scheduled Closing Date on the terms and conditions described in the Commitment Letters, including by maintaining the Commitment Letters and negotiating and entering into definitive agreements with respect to the Debt Financing and Equity Financing on the terms and conditions contemplated by the Commitment Letters. Upon request, Parent will keep the Company reasonably informed of the status of its efforts to arrange such financing and provide to the Company copies of the material definitive documents for such financing. Murdock agrees to use, and to cause Parent and Purchaser to use, reasonable best efforts to enforce their respective rights under the Commitment Letters and the definitive agreements with respect to the Debt Financing and Equity Financing, including by seeking specific performance of the parties thereunder. Murdock shall not, and shall cause Parent and Purchaser not to, without the prior written consent of the Company, terminate the Equity Commitment Letter, or permit any amendment, modification or supplement to, or any waiver of any provision or remedy under, or replace, the Equity Commitment Letter. Murdock shall not, and shall cause Parent and Purchaser not to, without the prior written consent of the Company, (i) terminate any Debt Commitment Letter, unless such Debt Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment, modification or supplement to, or any waiver of any provision or remedy under, or replace, any Debt Commitment Letter if such amendment, modification, supplement, waiver or replacement (A) would (1) add any new condition to any Debt Commitment Letter or modify any existing condition in a manner materially adverse to Murdock, Parent or Purchaser or that would be reasonably expected to materially adversely affect the ability of Murdock, Parent and Purchaser to consummate the Merger and the other transactions contemplated by this Agreement or the likelihood of their doing so, or (2) be reasonably expected to make the timely funding of any of the financing contemplated by the Debt Commitment Letter or satisfaction of the conditions to funding of any such financing less likely to occur in any material respect, (B) reduces the aggregate amount of the financing contemplated by the Debt Commitment Letter to an amount less than that which, when taken together with the funding contemplated by the Equity Commitment Letter and the

- 28 -

unrestricted cash of the Company and its Subsidiaries, would be at least equal to the Required Cash Amount, (C) adversely affects the ability of Murdock, Parent or Purchaser to enforce its rights against the other parties to any of the Debt Commitment Letter as so amended, modified, supplemented, waived or replaced, or (D) would reasonably be expected to prevent or materially impair the consummation of the Merger or the other transactions contemplated by this Agreement. Upon any such amendment, modification, supplement, waiver or replacement of the Debt Commitment Letter, the term “Debt Commitment Letter” shall mean the Debt Commitment Letter as so amended, modified, supplemented, waived or replaced. Murdock shall, or shall cause Parent and Purchaser to, provide to the Company copies of any such amendment, modification, supplement, waiver or replacement.

(b) Without limiting the generality of the foregoing, in the event that any portion of the funding contemplated by the Debt Commitment Letter becomes unavailable, or at any time funds are not or have not been made available pursuant to the Debt Commitment Letter so as to enable Purchaser to proceed with the Merger in a timely manner, each of Murdock, Parent and Purchaser shall (i) promptly notify the Company thereof and the reasons therefor, (ii) use his or its commercially reasonable efforts to obtain, as promptly as practicable following such event and in any event no later than the Outside Date, alternative funding in an amount at least equal to the Required Cash Amount from the same or other sources and on terms and conditions no less favorable to Murdock, Parent and Purchaser than those provided in the Debt Commitment Letter, and (ii) continue to use his or its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. The term “Debt Commitment Letter” shall mean be deemed to include the commitment letter (or similar agreement) related to such alternative financing arranged in compliance with this Section 6.7(b). Murdock shall, or shall cause Parent and Purchaser to, provide to the Company copies of any such Debt Commitment Letter (or similar agreements).

(c) Following the date hereof, any amendment, modification, supplement, waiver, replacement, termination or cancellation of any of the Debt Financing, or any information which becomes known to Murdock, Parent, Purchaser or their respective affiliates which makes it unlikely that the Debt Financing or Equity Financing will be obtained on the terms set forth in the Commitment Letters, shall be promptly disclosed to the Special Committee. Without limiting the foregoing, Parent will give the Company prompt notice (which shall in no event be more than two Business Days from the date of knowledge): (i) of any actual or alleged breach or default by any party to any Commitment Letter or definitive document related to such financing, (ii) of the receipt of any written notice or other written communication from a financing source for such financing with respect to any (A) actual or alleged breach, default, termination or repudiation by any party to any Commitment Letter or any definitive document related to such financing or any provisions of the Commitment Letters or any definitive document related to such financing or (B) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to such financing with respect to the obligation to fund such financing or the amount of financing to be funded at the Closing, and (iii) if Parent and Purchaser determine in good faith that they will not be able to satisfy any of the conditions to, or otherwise be able to obtain, all or any portion of the financing contemplated by the Commitment Letters on the terms, in the manner or from the sources contemplated by the Commitment Letters or the definitive documents related to such financing.

- 29 -

None of Murdock, Parent or Purchaser or any of their respective affiliates will knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the financing provided for in the Debt Commitment Letter or Equity Commitment Letter.

(d) On the terms and subject to the conditions contemplated by the Equity Commitment Letter, Murdock agrees to provide, or cause one of his permitted assignees thereunder to provide, the Equity Financing on or before the scheduled Closing Date.

Section 6.8 Cooperation with Financing Efforts. The Company agrees to provide, and will cause each of its Subsidiaries and their respective officers and employees to provide, and will use its commercially reasonable efforts to cause its advisors to provide, reasonable cooperation in connection with the arrangement of any financing in respect of the transactions contemplated by this Agreement, including, without limitation:

(a) participating in meetings, due diligence sessions, road shows, sessions with rating agencies, and reasonable cooperation with the marketing efforts of Murdock, Parent or Purchaser for all or any portion of the Debt Financing (including providing related documentation and materials reasonably requested by Murdock, Parent or Purchaser, acting at the request of the Financing Sources, in connection with the foregoing activities);

(b) preparing of offering memoranda, private placement memoranda, prospectuses, rating agency presentations, bank syndication materials, road show presentations and similar documents (including providing all financial statements, forecasts, projections and other forward-looking financial information and other information that is required by the conditions in paragraphs 6 and 7 in Exhibit E of the Debt Commitment Letter (the “Required Information”)), or may be reasonably requested under the Debt Commitment Letter; it being understood that the Company shall not be required to prepare financial statements or financial or other information, or information in a particular form, that it does not currently prepare in the ordinary course of business if to do so would be unduly burdensome on the Company;

(c) executing and delivering any customary credit agreements and other loan documentation, indentures, purchase or underwriting agreements pledge and security agreements, and customary closing certificates in connection with the Debt Financing, provided that neither the Company nor any of its Subsidiaries shall be required to enter into any such agreement prior to the Effective Time;

(d) using commercially reasonable efforts to obtain customary comfort letters of accountants of the Company upon completion of customary procedures in connection with the Debt Financing;

(e) cooperating with Murdock’s, Parent’s or Purchaser’s efforts to obtain legal opinions and title insurance as reasonably requested by Murdock, Parent or Purchaser;

(f) requesting customary payoff letters, Lien searches, Lien terminations, collateral releases, mortgage terminations, control agreement terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all existing indebtedness of the Company and its Subsidiaries, and providing customary materials that facilitate the perfection or enforcement of Liens on the assets of the

- 30 -

Company or any of its Subsidiaries pursuant to such agreements as may be reasonably requested (including original copies of all certificated securities (with transfer powers executed in blank)); and

(g) furnishing Parent and its Financing Sources promptly, and in any event at least five (5) Business Days prior to the Closing Date, with all documentation and other information required by Governmental Entities with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the applicable regulations of the Office of Foreign Assets Control (OFAC), the Foreign Corrupt Practices Act of 1977 and the Investment Company Act of 1940.

Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to pay any commitment or other similar fee or incur any other cost or expense that is not reimbursed by Murdock, Parent or Purchaser promptly after written request therefor, in connection with the Debt Financing or Equity Financing. Murdock shall, or shall cause Parent or Purchaser to, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company and its representatives in connection with any actions taken, or cooperation provided, by the Company at the request of Murdock, Parent or Purchaser pursuant to this Section 6.8 and shall indemnify and hold harmless the Company and its representatives for and against any and all fees, costs and other liabilities suffered or incurred by them in connection with any action taken, or cooperation provided, by the Company or any of its representatives at the request of Murdock, Parent or Purchaser pursuant to this Section 6.8 and any information (other than information provided by the Company or any of its representatives) utilized in connection therewith, except to the extent that any such fees, costs or other liabilities are suffered or incurred as a result of the Company’s or any of its representatives’ gross negligence, bad faith, willful misconduct or material breach of this Agreement.

For purposes of this Agreement, “Marketing Period” means the first period of not less than 15 consecutive Business Days, on the first day of which, throughout which and on the last day of which (a) Parent shall have received the Required Information and during such period the Required Information is Compliant; provided that, if the Company shall in good faith reasonably believe it has provided the Required Information and that it is Compliant, it may deliver to Parent a written notice to that effect (stating when it believes it completed such delivery), in which case the Marketing Period shall be deemed to have commenced on the date specified in such notice unless Parent in good faith reasonably believes the Company has not completed the delivery of the Required Information or that it is not Compliant and, within three Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (stating with specificity which Required Information the Company has not delivered or which is not Compliant), and (b) the conditions set forth in Section 7.2 (other than those conditions that by their terms are to be satisfied at the Closing) have been satisfied and nothing has occurred and no condition exists that would cause any of such conditions not to be satisfied assuming the Closing were to be scheduled for any time during such 15 Business Day period; provided, however, that (i) the Marketing Period shall (x) commence after September 2, 2013, (y) November 29, 2013 shall be excluded as a business day for such purposes and (z) such period shall either end on or prior to December 20, 2013 or commence after January 6, 2014) and (ii) the Marketing Period shall not be deemed to have commenced if, after the date hereof and prior to the completion of the Marketing Period: (1) Deloitte & Touche LLP shall have withdrawn its

- 31 -

audit opinion with respect to any financial statements contained in the Company’s most recently filed Annual Report on Form 10-K, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, a new unqualified audit opinion is issued with respect to the consolidated financial statements of the Company for the applicable periods by Deloitte & Touche LLP or another independent public accounting firm; or (2) the Company issues a public statement indicating its intent to restate any historical financial statements of the Company or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall not be deemed to commence unless and until, at the earliest, such restatement has been completed and the relevant Past SEC Documents have been amended or the Company has announced that it has concluded that no restatement shall be required in accordance with GAAP.

For purposes of this Agreement, “Compliant” means, with respect to the Required Information (other than projections, interpretations, forward-looking information and information of a general economic or industry-specific nature), that (a) such Required Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Information not materially misleading in light of the circumstances under which such Required Information was provided, (b) such Required Information is, and remains throughout the Marketing Period, compliant in all material respects with all applicable requirements of Regulation S-K and Regulation S-X under the Securities Act for offerings of debt securities on a registration statement on Form S-1 (other than such provisions (including, for the avoidance of doubt, the information requirements of Regulation S-X Rule 3-10, Regulation S-X Rule 3-16 and Item 402 of Regulation S-K) for which compliance is not customary in a Rule 144A offering of high yield debt securities), (c) the Company’s auditors have delivered drafts of customary comfort letters as reasonably required by the Financing Sources, including, without limitation, customary “negative assurance” comfort with respect to periods following the end of the latest fiscal year or fiscal quarter for which historical financial statements are included in such Required Information, and such auditors have confirmed they are prepared to issue any such comfort letters upon any pricing date occurring during, or on the next Business Day after, the Marketing Period, and (d) the financial statements and other financial information included in such Required Information (which, for the avoidance of doubt, shall not be required to include information required by Regulation S-X Rule 3-10, Regulation S-X Rule 3-16 or Item 402 of Regulation S-K) are, and remain throughout the Marketing Period, reasonably sufficient to permit the Financing Sources to receive the comfort letters contemplated by clause (c) above on any day during, and on the next Business Day after, the Marketing Period.

Section 6.9 Voting. Murdock covenants and agrees that, until the Effective Time or the earlier termination of this Agreement, at the Company Stockholders’ Meeting or any other meeting of the stockholders of the Company, however called, Murdock will vote, or cause to be voted, all of the Parent Shares then owned beneficially or of record by him and his affiliates, as of the record date for such meeting, in favor of the adoption of this Agreement (as it may be amended or otherwise modified from time to time) and the approval of any actions required in furtherance thereof.

- 32 -

ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE MERGER

Section 7.1 Conditions to Each Party’s Obligation. The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions:

(a) The Company Stockholder Approval shall have been obtained; provided that, without the express written consent of the Special Committee, none of the Company, Murdock, Purchaser or Parent may waive the requirement to obtain the Disinterested Stockholder Approval;

(b) No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the consummation of the Merger shall be in effect; and

(c) Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired, any applicable waiting period required to consummate the Merger under non-U.S. antitrust or competition-related laws shall have been terminated or shall have expired and any approval, consent, ratification, permission, waiver or authorization required under such non-U.S. antitrust or competition-related laws in connection with the Merger shall have been obtained and be in full force and effect.

Section 7.2 Condition to Murdock’s, Purchaser’s and Parent’s Obligation. The obligation of Murdock, Purchaser and Parent to effect the Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions:

(a) The representations and warranties of the Company contained in this Agreement (considered without regard to any reference to materiality qualifiers such as “material” and “Company Material Adverse Effect” set forth therein) shall be true and correct at and as of the Closing Date, as if made at and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date), unless the failure of any such representations and warranties to be true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect;

(b) The Company shall have performed in all material respects the obligations required to be performed by it under this Agreement at or prior to the Closing Date, except for such failures to perform as have not had or would not have, individually or in the aggregate, a Company Material Adverse Effect or materially adversely affect the ability of the Company to consummate the Merger; and

(c) Since the date of this Agreement, there shall not have occurred or taken place a Company Material Adverse Effect.

- 33 -

Section 7.3 Condition to Company’s Obligation. The obligation of the Company to effect the Merger is subject to the satisfaction or waiver, at or prior to the Effective Time, of the following conditions:

(a) The representations and warranties of Murdock, Parent and Purchaser contained in this Agreement shall be true and correct (considered without regard to any reference to materiality qualifiers such as “material” and “Parent Material Adverse Effect” set forth therein) at and as of the Closing Date, as if made at and as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date), unless the failure of any such representations and warranties to be true and correct, individually or in the aggregate, would not have a Parent Material Adverse Effect; and

(b) Each of Murdock, Parent and Purchaser shall have performed in all material respects the obligations required to be performed by him or it under this Agreement at or prior to the Closing Date, except for such failures to perform as have not had or would not have, individually or in the aggregate, a Parent Material Adverse Effect or materially adversely affect the ability of Murdock, Parent and Purchaser to consummate the Merger.

ARTICLE VIII

TERMINATION; AMENDMENT; WAIVER

Section 8.1 Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time notwithstanding approval thereof by the stockholders of the Company, but prior to the Effective Time:

(a) by mutual written consent of each of Purchaser and the Company (with the prior approval of the Special Committee); or

(b) by either Purchaser or the Company (with the prior approval of the Special Committee),

(i) if any court of competent jurisdiction in the United States or other United States or State governmental body shall have issued an order, decree or ruling or taken any other action restraining, or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and non-appealable; or

(ii) if the Merger shall not have occurred by February 11, 2014 (the “Outside Date”), unless the failure to consummate the Merger is the result of a material breach or failure to perform in any material respect of any covenant or other agreement contained in this Agreement by the party purporting to terminate this Agreement; or

(iii) if the Company Stockholder Approval, including the Disinterested Stockholder Approval, shall not have been obtained at the Company Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof or if there are holders of insufficient shares of the Common Stock present or represented by a proxy at the Company Stockholders’ Meeting to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting and at such meeting there is no approval of the adjournment thereof to a later date; or

- 34 -

(c) by the Company (with the prior approval of the Special Committee),

(i) substantially concurrently with its approval of a Transaction Proposal; provided that the Company has complied with Section 6.4, including the notice provisions herein, and that it pays the Expenses as provided by and defined in Section 9.10; or

(ii) in the event of a material breach or failure to perform in any material respect by Murdock, Parent or Purchaser of any covenant or other agreement contained in this Agreement, or in the event of a material breach of any representation or warranty of Murdock, Parent or Purchaser, in each case such that the condition in Section 7.3(a) or Section 7.3(b) would not be satisfied, and such breach or failure cannot be or has not been cured within the earlier of (A) 15 calendar days after the giving of written notice to Murdock, Parent or Purchaser and (B) the Outside Date; or

(d) by Purchaser,

(i) if the Company (A) enters into a definitive agreement with any Person with respect to a Transaction Proposal or (B) the Company Board withdraws or adversely modifies its approval of or recommendation of the Merger following the public announcement of a Transaction Proposal or as a result of an Intervening Event; or

(ii) in the event of a material breach or failure to perform in any material respect by the Company of any covenant or other agreement contained in this Agreement, or in the event of a material breach of any representation or warranty of the Company, in each case such that the condition in Section 7.2(a) or Section 7.2(b) would not be satisfied, which breach or failure cannot be or has not been cured within the earlier of (A) 15 calendar days after the giving of written notice to the Company and (B) the Outside Date.

Section 8.2 Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, this Agreement shall be void and have no effect, with no liability on the part of any party hereto or its affiliates, directors, officers or stockholders, except that the provisions of Sections 6.8 (with respect to the reimbursement and indemnification obligations therein) and Article IX shall survive such termination.

Section 8.3 Amendment. Subject to applicable law, this Agreement may be amended by action taken by Parent, Purchaser and the Company at any time. The prior approval of a majority of the members of the Special Committee shall be required in connection with any amendment or modification by or on behalf of the Company. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by each of the parties.

Section 8.4 Extension; Waiver. At any time prior to the Effective Time, the parties may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions contained herein, except as otherwise provided by law, except as provided by Section 7.1(a) and except that the provisions of Section 6.3 shall not be waived. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing on behalf of such party, and, if such extension or waiver is by or on behalf of the Company, only if it has been approved by a majority of the members of the Special Committee.

- 35 -

ARTICLE IX

MISCELLANEOUS

Section 9.1 Nonsurvival of Representations, Warranties and Agreements.

(a) None of the representations, warranties and agreements made herein shall survive beyond the Effective Time, except for the agreements set forth in Sections 3.1, 3.2, 6.3 and 6.6, and all such representations, warranties and agreements will be extinguished upon consummation of the Merger and none of the Company, Parent and Purchaser, nor any officer, director or employee or stockholder thereof shall be under any liability whatsoever with respect to any such representation, warranty or agreement after such time.

(b) Each of the parties is a sophisticated Person that was advised by knowledgeable counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied or will rely upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement or the Company Disclosure Schedule and (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth herein, which representations and warranties shall not survive the Effective Time. Without limiting the foregoing, except as expressly set forth herein, none of the Company or any of its affiliates or representatives will have or be subject to any liability to Murdock, Parent, Purchaser or any of their respective affiliates or representatives resulting from the delivery or disclosure to any of them of any documents, forecasts, projections or other written or oral information with respect to the Company’s or any of its Subsidiaries’ respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects by the Company, and each of Murdock, Parent and Purchaser acknowledge the foregoing.

(c) The inclusion of any matter on any disclosure schedule will not be deemed an admission by any party that such listed matter is material or that such listed matter has or would have a Company Material Adverse Effect.

Section 9.2 Entire Agreement; Assignment. This Agreement, the agreements specifically contemplated hereby or referenced herein and that certain side letter, dated as of the date hereof, between the Company and Murdock (a) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, between the parties or any of them with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise; provided that Purchaser may assign its rights and obligations to any wholly owned, direct or indirect subsidiary of Parent, but no such assignment shall relieve Purchaser of its obligations hereunder if such assignee does not perform such obligations.

- 36 -

Section 9.3 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

Section 9.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile with confirmation of transmission by the transmitting equipment, or (c) by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or facsimile numbers or at such other addresses or facsimile numbers as shall be specified by the parties by like notice:

(i)	if to Murdock, Parent or Purchaser, to:
	DFC Holdings, LLC
	c/o Castle & Cooke, Inc.
	10900 Wilshire Boulevard
	Los Angeles, California 90024
	Attention: David H. Murdock
	Fax No.: (310) 824-7756
with a copy to:
	Paul Hastings LLP
	695 Town Center Drive, 17th Floor
	Costa Mesa, California 92626
	Attention: Peter J. Tennyson, Esq.
	Fax No.: (714) 668-6337
(ii)	if to the Company, to:
	Dole Food Company, Inc.
	One Dole Drive
	Westlake Village, California 91362
	Attention: C. Michael Carter, Esq.
	Fax No.: (818) 879-6754

- 37 -

with a copy to:
	Gibson, Dunn & Crutcher LLP
	2029 Century Park East
	Los Angeles, California 90067
	Attention: Jonathan Layne
	Fax No.: (310) 552-7053
(iii)	if to the Special Committee, to:
	Dole Food Company, Inc.
	One Dole Drive
	Westlake Village, California 91362
	Attention: Andrew J. Conrad
	Fax No.: (310) 317-0437
with a copy to:
	Sullivan & Cromwell LLP
	1888 Century Park East, 21st Floor
	Los Angeles, California 90067
	Attention: Alison S. Ressler; Patrick S. Brown
	Fax No.: (310) 712-8800

Section 9.5 Governing Law. This Agreement shall be interpreted, governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

Section 9.6 Submission to Jurisdiction.

(a) The parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if said court lacks jurisdiction over the matter, the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined only in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.4 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

- 38 -

(b) Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the performance thereof or the debt facilities contemplated thereby, in any forum other than a court of competent jurisdiction located within the Borough of Manhattan in the City of New York, New York, whether a state or Federal court. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INVOLVING THE FINANCING SOURCES.

Section 9.7 Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 9.8 Parties in Interest. This Agreement shall be binding upon, and inure solely to the benefit of, each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, except (i) following the Effective Time, as expressly provided in Sections 3.2 and 6.3 and (which are intended to be for the benefit of the Persons referred to therein and may be enforced by such Persons) and (ii) the Financing Sources are made third party beneficiaries of Section 9.6(b), this Section 9.8, Section 9.11 and Section 9.14.

Section 9.9 Counterparts. This Agreement may be executed by facsimile or other electronic means in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Section 9.10 Expenses.

(a) If any Person (other than Murdock, Parent, Purchaser or any of their respective affiliates) shall have made, proposed, communicated or disclosed a Transaction Proposal in a manner which is or otherwise becomes public and this Agreement is terminated pursuant to Section 8.1(c)(i), then the Company shall, simultaneously with such termination of this Agreement, pay Purchaser in same day funds all reasonable documented out-of-pocket costs, fees and expenses of Parent, Purchaser and/or Murdock incurred in connection with the Merger, this Agreement, the Debt Financing and the transactions contemplated hereby and thereby (including, without limitation, printing fees, filing fees and reasonable fees and expenses of legal and financial advisors and all fees and expenses payable to any financing sources) (the “Expenses”), subject to the last sentence of this Section 9.10(a). Further, if this Agreement is terminated pursuant to Section 8.1(d)(i), then the Company shall, within two Business Days after such termination of this Agreement, pay Purchaser in same day funds the Expenses, subject to the last sentence of this Section 9.10(a). Notwithstanding the foregoing, in no event shall the Expenses paid pursuant to this Section 9.10 exceed $15,000,000.

- 39 -

(b) The Company agrees that the agreements contained in Section 9.10(a) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. If the Company fails to promptly pay to Purchaser any of the amounts due under Section 9.10(a), the Company shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment thereof, together with interest on the amount of any unpaid Expenses at the annual rate of four percent above the publicly announced prime rate of Bank of America, N.A. (or, if lower, the maximum rate permitted by law) from the date such Expenses were required to be paid by the Company to the date of payment.

(c) Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that the Company shall pay all costs and expenses (i) in connection with printing and mailing the Proxy Statement and soliciting proxies and (ii) of obtaining any consents of any third party (other than fees paid pursuant to the HSR Act).

Section 9.11 Purchaser Termination Fee.

(a) In the event that this Agreement shall be terminated (i) by the Company pursuant to Section 8.1(c)(ii) (at any time at which Purchaser would not have been entitled to terminate this Agreement pursuant to Section 8.1(d)(ii)), or (ii) by the Company or the Purchaser pursuant to Section 8.1(b)(ii) and, in the case of this clause (ii), at such time of termination, (A) all of the conditions set forth in Section 7.1 and Section 7.2 have been and remain satisfied or are capable of being satisfied at such time (with respect to those conditions that by their terms are to be satisfied at the Closing) and (B) the Company confirms to the Purchaser in writing that (x) all of the conditions set forth in Section 7.3 have been and remain satisfied or are capable of being satisfied at such time (with respect to those conditions that by their terms are to be satisfied at the Closing) or it is willing to waive any unsatisfied conditions in Section 7.3 for the purpose of consummating the Closing and (y) it is willing and able to consummate the Closing, then the Purchaser shall pay to the Company a termination fee of $50,000,000 (the “Termination Fee”) in same day funds within two Business Days after such termination of this Agreement.

(b) Each of Murdock, Parent and Purchaser agrees that the agreements contained in Section 9.11(a) are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. If Purchaser fails to promptly pay to the Company the Termination Fee, Purchaser shall pay the reasonable costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment thereof, together with interest on the amount of any unpaid portion of the Termination Fee at the annual rate of four percent above the publicly announced prime rate of Bank of America, N.A. (or, if lower, the maximum rate permitted by law) from the date such Termination Fee was required to be paid by Purchaser to the date of payment.

(c) In the event that this Agreement shall have been terminated and the Company shall have received full payment of the Termination Fee in accordance with this

- 40 -

Section 9.11, together with reimbursement and indemnification of expenses pursuant to Section 6.8, 9.10(c) and Section 9.11(b), the receipt of the Termination Fee, together with such expenses, shall be the sole and exclusive remedy of the Company or any other Person in connection with this Agreement, the transactions contemplated hereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and neither the Company nor any other Person shall be entitled to bring or maintain any action against the Purchaser, any affiliate of the Purchaser or any Financing Source arising out of or in connection with this Agreement, any of the transactions contemplated hereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. For the avoidance of doubt, in the event Parent and/or Purchaser fail to effect the Closing (including due to the fact that the Debt Financing is not available to Parent) or otherwise breach this Agreement or fail to perform hereunder, then, except for an order of specific performance as and only to the extent expressly permitted by Section 9.12 and reimbursement and indemnification obligations under Section 6.8, Section 9.10(c) and Section 9.11(b), the Company’s sole and exclusive remedy (other than in connection with fraud) against Purchaser, Parent, the Financing Sources or any of their affiliates in respect of this Agreement, any contract or agreement executed in connection herewith (including the Commitment Letters) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with Article VIII and collect, if due, the Termination Fee from Purchaser (or from Murdock in accordance with the terms of the Equity Commitment Letter) and any interest payable thereon.

(d) Under no circumstances shall the Company be entitled to collect the Termination Fee on more than one occasion and under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance of the obligation to close contemplated by Section 9.12 and any money damages, including all or any portion of the Termination Fee.

Section 9.12 Specific Performance.

(a) The parties hereto agree that irreparable damage would occur if for any reason any party hereto shall have failed to perform its obligations under this Agreement, and, subject to Section 9.12(b), any other party hereto seeking to enforce this Agreement against such non-performing party shall be entitled to specific performance and injunctive and other equitable relief, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party hereto may have against any other party hereto for any failure to perform its obligations under this Agreement;

(b) Notwithstanding anything in this Agreement to the contrary, the parties hereby acknowledge and agree that the Company shall be entitled to specific performance of Parent’s obligation to cause the full funding of the Equity Financing pursuant to the terms and conditions of the Equity Commitment Letter and to effect the Closing in accordance with Section 1.2, in each case, only if (i) all conditions in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions), (ii) the Debt Financing (or alternative financing in accordance with Section 6.7) has been funded or will be funded on the date the Closing is required to have occurred pursuant to Section 1.2 upon the delivery of a

- 41 -

drawdown notice by Parent if the Equity Financing will be funded at such date, (iii) Parent and/or Purchaser fails to complete the Closing by the date the Closing is required to have occurred pursuant to Section 1.2 and (iv) the Company has confirmed in writing that if specific performance is granted and the Equity Financing and Debt Financing are funded, then the Closing will occur.

Section 9.13 Affiliates. Whenever this Agreement requires Parent or Purchaser to take any action, such requirement shall be deemed to include an undertaking on the part of Murdock to cause Parent or Purchaser to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.

Section 9.14 No Liability of Financing Sources. Notwithstanding anything that may be expressed or implied in this Agreement, the Company, the Company Board, Murdock and Purchaser agree, on behalf of themselves and their respective affiliates, that this Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein, respectively, with respect to any such party. No Financing Source shall have any liability to the Company or any of its affiliates relating to or arising out of this Agreement the Debt Commitment Letter or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise.

[Signature Page to Agreement and Plan of Merger follows.]

- 42 -

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first above written.

/s/ David H. Murdock
DAVID H. MURDOCK
DFC MERGER CORP.
By:	/s/ David H. Murdock
Its:	President
DFC HOLDINGS, LLC
By:	/s/ David H. Murdock
Its:	Manager
DOLE FOOD COMPANY, INC.
By:	/s/ Charles M. Carter
Its:	President & COO

EX-99.2

Exhibit 99.2

DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036

THE BANK OF NOVA SCOTIA

650 West Georgia Street

Suite 1800

Vancouver, BC

Canada V6B 4N7

August 11, 2013

DFC Holdings, LLC

c/o Castle & Cooke, Inc.

10900 Wilshire Boulevard

Los Angeles, California 90024

Attention: David H. Murdock

Project Fresh

$675,000,000 Term Facility

$150,000,000 ABL Facility

$325,000,000 Senior Bridge Facility

Commitment Letter

Ladies and Gentlemen:

DFC Holdings, LLC, a Delaware limited liability company (“you” or “Holdings”) has advised each of Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”), Deutsche Bank Securities Inc. (“DBSI”), Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and The Bank of Nova Scotia (“Scotia” and, together with DBNY, DBCI, DBSI, Bank of America and Merrill Lynch, collectively, the “Agents”, “we” or “us”) that you intend to consummate the Transaction (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Transaction Description attached hereto as Exhibit A or in the Term Sheets referred to below).

1. Commitments.

In connection with the foregoing, (i) each of DBNY, Bank of America and Scotia (collectively, the “Initial Term Facility Lenders”) is pleased to advise you of its several and not joint commitment to provide 40%, 30% and 30%, respectively, of the entire principal amount of the Term Facility, upon the terms and subject to the conditions set forth or referred to in this commitment letter (together with the exhibits attached hereto, this “Commitment Letter”) and in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Facility Term Sheet”), (ii) each of DBNY, Bank of America and Scotia (collectively, the “Initial ABL Facility Lenders”) is pleased to advise you of its several and not joint commitment to provide 40%, 30% and 30%, respectively, of the entire principal amount of the ABL Facility, upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Principal Terms and Conditions attached hereto as Exhibit C

(the “ABL Facility Term Sheet”) and (iii) each of DBCI, Bank of America and Scotia (collectively, the “Initial Bridge Facility Lenders” and collectively with the Initial Term Facility Lenders and the Initial ABL Facility Lenders, the “Initial Lenders”) is pleased to advise you of its several and not joint commitment to provide 40%, 30% and 30%, respectively, of the entire principal amount of the Senior Bridge Facility, upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and in the Summary of Principal Terms and Conditions attached hereto as Exhibit D (the “Senior Bridge Facility Term Sheet” and, together with the Term Facility Term Sheet, the ABL Facility Term Sheet and Exhibit E attached hereto, the “Term Sheets”).

2. Titles and Roles.

You hereby appoint (a) each of DBSI, Merrill Lynch and Scotia to act, and each of DBSI, Merrill Lynch and Scotia hereby agrees to act, as joint book running managers and joint lead arrangers for the Facilities (in such capacity, the “Lead Arrangers”) (it being understood that DBSI shall have “top left placement” in any listing of the Lead Arrangers and shall have the rights and responsibilities customarily associated with such name placement), (b) DBNY to act, and DBNY hereby agrees to act, as sole administrative agent and collateral agent for the Term Facility, (c) DBNY to act, and DBNY hereby agrees to act, as sole administrative agent and collateral agent for the ABL Facility, (d) DBCI to act, and DBCI hereby agrees to act, as sole administrative agent for the Senior Bridge Facility, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter and (e) Merrill Lynch and Scotia (or either of their designated affiliates) to act, and each of Merrill Lynch and Scotia agrees to act as a co-syndication agent for each of the Facilities. Each of DBSI, Merrill Lynch, Scotia, DBNY and DBCI will perform the duties and exercise the authority customarily performed and exercised by it in the foregoing roles.

You agree that, except as contemplated above, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we shall so agree.

3. Syndication.

The Lead Arrangers reserve the right, prior to and/or after the execution of definitive documentation for the Facilities (the “Credit Documentation”), to syndicate all or a portion of our commitments with respect to the Facilities to a group of banks, financial institutions and other lenders identified by us in consultation with you and reasonably acceptable to you (your consent not to be unreasonably withheld, delayed or conditioned) (together with the Initial Lenders, the “Lenders”). Notwithstanding the foregoing, we will not syndicate to those banks, financial institutions and other institutional lenders separately identified in writing by you to us prior to the date hereof or to competitors (other than bona fide fixed income investors, banks (or similar financial institutions) or debt funds) of the Company and its subsidiaries identified in writing by you to us from time to time prior to the date hereof or after the Syndication Date (collectively, the “Disqualified Lenders”). All aspects of the syndication of the Facilities, including, without limitation, timing, potential syndicate members to be approached (subject to your consultation and consent rights set forth in this paragraph), titles, allocations and division of fees, shall be determined by (and coordinated through) the Lead Arrangers in consultation with you.

We intend to commence our syndication efforts with respect to the Facilities promptly upon your execution and delivery to us of this Commitment Letter, and, until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) 90 days after the Closing Date (such earlier date, the “Syndication Date”), you agree to use your commercially reasonable efforts to assist us in completing a syndication that is reasonably satisfactory to us and you. Such assistance shall include (a)

-2-

your using commercially reasonable efforts to ensure that any syndication efforts benefit from your and, the Acquired Business’ existing lending and investment banking relationships, (b) direct contact between senior management, representatives and advisors of you (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Acquired Business) on the one hand and the proposed Lenders and rating agencies identified by the Lead Arrangers on the other hand, at times and places mutually agreed upon, (c) assistance by you (and your using commercially reasonable efforts to cause the assistance by the Acquired Business) in the prompt preparation of a customary confidential information memorandum (the “Confidential Information Memorandum”) for each of the Facilities and other customary marketing materials and information reasonably deemed necessary by the Lead Arrangers to complete a successful syndication (collectively, the “Information Materials”) for delivery to potential syndicate members and participants, including, without limitation, estimates, forecasts, projections and other forward-looking financial information regarding future performance of Holdings, the Company and their subsidiaries (the “Projections”), (d) the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders at times and locations to be mutually agreed upon and (e) your using commercially reasonable efforts to obtain, prior to the launch of the syndication of the Facilities and the sale of the Senior Notes, ratings (but no specific ratings) for each of the Facilities (other than ABL Facility) and the Senior Notes from each of Standard & Poor’s Financial Services LLC (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and a public corporate rating and a public corporate family rating (but no specific rating) of the Company from S&P and Moody’s, respectively prior to the launch of syndication of the Facilities and the start of the “roadshow” for the Senior Notes. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate any attorney-client privilege, law or regulation, or any obligation of confidentiality binding on Holdings, the Company or any of their respective affiliates. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (i) none of the foregoing or compliance with any other provisions of paragraph 3 of this Commitment Letter shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date and (ii) neither the commencement nor the completion of the syndication of the Facilities shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

To ensure an orderly and effective syndication of the Facilities and the commitments provided herein, you agree that prior to the Syndication Date, you will not (or, in the case of the Acquired Business and its subsidiaries, you will use commercially reasonable efforts to ensure that it will not) announce, issue, offer, place or arrange any debt securities or commercial bank or other credit facilities (including refinancings and renewals of debt but excluding the Senior Notes and the Facilities) of, or on behalf of, you, the Borrower, the Acquired Business or any of your or their subsidiaries if such announcement, issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities or the sale of the Senior Notes as reasonably determined by us (it being understood and agreed that any ordinary course working capital facilities and ordinary course capital lease, purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities).

You hereby acknowledge that (a) the Agents will make available Information (as defined below) and Projections, and the documentation relating to the Facilities referred to in the paragraph below, to the proposed syndicate of Lenders by transmitting such Information, Projections and documentation through Intralinks, SyndTrak Online, the internet, email or similar electronic transmission systems and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings, the Acquired Business and their subsidiaries or their respective securities). If requested by the Lead Arrangers, you will assist us in preparing a customary additional version of the Confidential Information Memorandum and other Information Materials consisting exclusively of information and documentation that is either (i) publicly

-3-

available or (ii) not material with respect to Holdings, the Acquired Business or their respective subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”).

It is understood that in connection with your assistance described above, customary authorization letters will be included in any such Confidential Information Memorandum that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Confidential Information Memorandum does not include any material non-public information and exculpate us with respect to any liability related to the use or misuse of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof and exculpate you, the Acquired Business, the existing equity holders of you and the Acquired Business and your and their respective affiliates with respect to any liability related to the misuse of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof. Before distribution of any such Confidential Information Memorandum or any related offering and marketing materials, each document to be disseminated by an Agent to any Lender in connection with the Facilities will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information.

You further agree that the following documents may be distributed as Public Lender Information, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed as Private Lender Information: (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) customary marketing term sheets and notification of changes in the Facilities’ terms and conditions, (c) drafts and final versions of the Credit Documentation, (d) financial statements of the Acquired Business and (e) other materials (excluding the Projections (as defined above)) that you have instructed the Lead Arrangers or given the Lead Arrangers written permission, to disseminate as Public Lender Information after the initial distribution of Information Materials.

4. Information.

You represent and warrant that (a)(i) no written information which has been or is hereafter furnished by you or on your behalf in connection with the transactions contemplated hereby (other than the Projections, other forward looking information and information of a general or industry specific nature) and (ii) no other information given at information meetings for potential syndicate members and supplied or approved by you or on your behalf (other than the Projections, other forward looking information and information of a general or industry specific nature) (such written information and other information being referred to herein collectively as the “Information”) taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any fact necessary to make the statements therein taken as a whole not materially misleading, in the light of the circumstances under which they were (or hereafter are) made (after giving effect to all supplemental updates thereto at such time) and (b) the Projections that have been or will be made available to the Lead Arrangers by you or any of your representatives have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time such Projections are made available to the Lead Arrangers, it being recognized by the Agents that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the Syndication

-4-

Date (or, if later, the Closing Date) you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly notify us and promptly supplement the Information and the Projections from time to time until the Syndication Date (or, if earlier, the Closing Date) so that such representations and warranties will be correct in all material respects under those circumstances. The accuracy of the foregoing representations and warranties shall not be a condition to our obligations or the funding of the Facilities on the Closing Date. You understand that, in arranging and syndicating the Facilities, we will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof. We do not assume responsibility for the accuracy or completeness of the Information or the Projections.

5. Conditions Precedent.

Each Agent’s commitment hereunder, and its agreement to perform the services described herein, are subject to (a) since December 29, 2012 and through the date of the Acquisition Agreement, except as otherwise expressly contemplated by the Acquisition Agreement, there not having been any action, event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, would have a Material Adverse Effect (as defined below) and since the date of the Acquisition Agreement, there not occurring or having taken place a Material Adverse Effect (as defined below) and (b) the applicable conditions in this Section 5 and those set forth in the section entitled “Conditions Precedent” in Exhibit B attached hereto, the section entitled “Conditions Precedent” in Exhibit C attached hereto, the section entitled “Conditions Precedent” in Exhibit D attached hereto and in Exhibit E attached hereto. Upon satisfaction (or waiver by us) of such conditions, the initial funding of the Facilities shall occur, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter or the Credit Documentation, other than those expressly set forth in this paragraph.

As used herein, the term “Material Adverse Effect” shall mean any adverse development, change, effect, event, occurrence, circumstance or state of facts (a) that has a material adverse effect on the financial condition, business, assets, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) which would prevent or materially impair the ability of the Company to consummate the Merger, which has occurred or would reasonably be expected to occur as a result of such development, change, effect, event, occurrence, circumstance or state of facts, excluding in each case (i) any development, change, effect, event, occurrence, circumstance or state of facts resulting from general changes in economic and financial market conditions, (ii) changes in conditions (including as a result of changes in laws, including without limitation, common law, tariffs, export and import laws, rules and regulations or the interpretations thereof and as a result of weather conditions) generally applicable to the fresh produce industry that are not unique to the Company and its Subsidiaries, (iii) changes resulting from the announcement of the transactions described in the Acquisition Agreement or the identity of the Parent or the Purchaser or from the performance of the Acquisition Agreement and compliance with the covenants set forth therein, (iv) any actions required under the Acquisition Agreement to obtain any approval or authorization under applicable antitrust or competition laws for the consummation of the Merger, (v) any decline in the market price, or change in trading volume, of any capital stock of the Company or (vi) any failure to meet any internal or public projections, forecasts or estimates of revenue, earnings, cash flow, cash position or other financial measures (provided that the underlying cause of any decline, change or failure referred to in clause (v) or (vi) (if not otherwise falling within clauses (i) through (vi) above) may be taken into account in determining whether there is a “Material Adverse Effect”), except in the case of clauses (i) and (ii), to the extent that the Company and its Subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries in which the Company and its Subsidiaries operate (in which case the incremental disproportionate impact or impacts may be taken into account in determining whether there is

-5-

a “Material Adverse Effect”)). Notwithstanding the foregoing, a “Material Adverse Effect” shall be deemed to have occurred if, following the date of this Agreement, the Company and its Subsidiaries incur judgments or costs in connection with Proceedings (which judgments or costs are not covered by insurance or other third-party indemnity and which are likely, in the opinion of the Company’s general counsel, to be sustained on appeal or otherwise enforced against the Company or a Subsidiary of the Company) in an amount which results in an event of default under and an acceleration of the Existing Credit Agreement (as defined in Exhibit A). Capitalized terms used in the definition set forth above and not otherwise defined in this Commitment Letter shall have the meanings given such terms by the Acquisition Agreement as in effect on the date hereof.

Notwithstanding anything set forth in this Commitment Letter, the Term Sheets, the Fee Letter or the Credit Documentation, or any other letter agreement or other undertaking concerning the financing of the Acquisition to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (x) such of the representations made by (or relating to) the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you have (or your applicable affiliate has) the right (determined without regard to any notice requirement) to terminate your (or your affiliate’s) obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations (the “Acquisition Agreement Representations”) and (y) the Specified Representations (as defined below) and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in this Section 5 and in the section entitled “Conditions Precedent” in Exhibit B attached hereto, the section entitled “Conditions Precedent” in Exhibit C attached hereto, the section entitled “Conditions Precedent” in Exhibit D attached hereto and in Exhibit E attached hereto are satisfied (or waived by us) (it being understood that to the extent any Collateral referred to in the Term Facility Term Sheet or ABL Facility Term Sheet may not be perfected by (A) the filing of a UCC financing statement or (B) taking delivery and possession of stock certificates, then the perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Senior Secured Credit Facilities on the Closing Date but, instead, may be accomplished within 90 days after the Closing Date or such longer period as may be acceptable to DBNY in its discretion). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower, Solvest and the Guarantors (after giving effect to the Transaction) set forth in the Term Sheets relating to corporate or other organizational existence, organizational power and authority relating to the entering into and performance of the Credit Documentation, the due authorization, execution, delivery, validity and enforceability of the Credit Documentation against the Borrower, Solvest and the Guarantors, no conflicts of Credit Documentation with organizational documents of the Borrower, Solvest and the Guarantors or material laws, Federal Reserve margin regulations, the Investment Company Act of 1940, as amended, solvency of Holdings and its subsidiaries on a consolidated basis as of the Closing Date (after giving pro forma effect to the Transaction), Patriot Act/“know your customer” laws, OFAC/anti-terrorism laws, FCPA and, subject to the last parenthetical appearing in the preceding sentence and permitted liens as set forth in the Credit Documentation, the creation, validity, perfection and priority of the security interests granted in the proposed Collateral. The provisions of this paragraph are referred to as the “Limited Conditionality Provisions”.

6. Fees.

As consideration for each Agent’s commitment hereunder, and its agreement to perform the services described herein, you agree to pay (or cause to be paid) to each Agent the fees to which such Agent is entitled set forth in this Commitment Letter and in the fee letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”).

-6-

7. Expenses; Indemnification.

You hereby agree (i) to reimburse the Agents, within 30 days (or in the case of amounts to be reimbursed on the Closing Date in accordance with paragraph 9 of Exhibit E, three business days) of presentation of a summary statement, for all reasonable and out-of-pocket expenses actually incurred by any of the Agents (including reasonable fees and expenses of one primary counsel for the Agents taken as a whole (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Agents taken as whole), and, one local counsel in each relevant jurisdiction), in each case, incurred in connection with the preparation, negotiation, execution, delivery and enforcement of this Commitment Letter, the Fee Letter and the Credit Documentation (including in connection with our due diligence and syndication efforts) and expenses in connection with the field examinations and inventory appraisals (the “Expenses”); provided that, except as set forth in the Fee Letter and except for Expenses in connection with field examinations and inventory appraisals in an aggregate amount not to exceed $250,000, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur and (ii) to indemnify and hold harmless each Agent and each other agent or co-agent (if any) designated by the Agents with respect to the Facilities (each, a “Co-Agent”), each Lender (including, without limitation, each Initial Lender) and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “Indemnified Person”), from and against any and all actions, suits, proceedings (including any investigations or inquiries, claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any Agent, any Co-Agent, any Lender or any other such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transaction, this Commitment Letter or the Fee Letter and, upon demand, to pay and reimburse each Agent, each Co-Agent, each Lender and each other Indemnified Person within 30 days after receipt of a written request together with reasonably detailed backup documentation for any reasonable out-of-pocket legal (limited to one counsel for all Indemnified Persons taken as a whole and, if necessary, a single local counsel for all Indemnified Persons taken as a whole in each relevant jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnified Persons similarly situated taken as a whole) or other reasonable out-of-pocket expenses actually paid or incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Co-Agent, any Lender or any other such Indemnified Person is a party to any action or proceeding out of which any such expenses arise or such matter is initiated by a third party, by the Company or by you or any of your or their respective affiliates); provided, however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability (i) to the extent same resulted from the gross negligence or willful misconduct of such Indemnified Person or such Indemnified Person’s principals, directors, officers, employees, representatives, agents or control persons, in each case, which are rendering services on behalf of such Indemnified Person in connection with the Transaction or have gained access to information provided pursuant to this Commitment Letter (as to any Indemnified Person, its “Related Indemnified Persons”), (ii) to the extent resulting from a material breach of the obligations of such Indemnified Person or any of such Indemnified Person’s Related Indemnified Persons (in each case of the preceding clauses (i) or (ii), as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (iii) to the extent resulting from any dispute that does not involve an act or omission by you or any of your affiliates (other than any action involving a claim against an Indemnified Person in its capacity as an arranger or agent or any similar capacity for the Facilities). Each Indemnified Person shall promptly notify you upon receipt of written notice of any threat to institute a claim; provided that any failure by any Indemnified Person to give such notice shall not relieve you from your obligation to indemnify such Indemnified Person. Each Indemnified Person agrees to refund and return any and all amounts paid by you to such Indemnified Person to the extent such Indemnified Person is determined by a court of competent jurisdiction in a final and non-appealable judgment to not be entitled to such reimbursement. Neither any Agent nor any other Indemnified Person shall be responsible or liable to you or any other person or entity for any damages

-7-

arising from the use by others of information or other materials obtained through electronic, telecommunications, internet-based or other information transmission systems (including IntraLinks, SyndTrak Online or email), except to the extent such damages have resulted from the willful misconduct or gross negligence of such Agent or any of its Related Indemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Notwithstanding anything to the contrary set forth herein, neither any Indemnified Person nor you (except, in the case of you, as a result of your indemnification obligations as set forth above) shall be liable for any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Commitment Letter, the Fee Letter or the financing contemplated hereby or thereby. You shall not be liable for any settlement of any Proceeding effected without your prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with your written consent, you agree to indemnify and hold harmless each Indemnified Person from and against any losses, claims, damages, liabilities and expenses by reason of such settlement in accordance with, and subject to, this Section 7.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

Each Agent reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to such Agent in such manner as such Agent and its affiliates may agree in their sole discretion. You acknowledge that (i) subject to the confidentiality provisions set forth herein, each Agent may share with any of its affiliates, and such affiliates may share with such Agent, any information related to the Transaction, Holdings, the Borrower, the Acquired Business, (and their respective subsidiaries and affiliates), or any of the matters contemplated hereby and (ii) each Agent and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein or otherwise. We will not, however, furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies without your prior written consent. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we or our affiliates have advised or are advising you on other matters, (b) we, on the one hand, and you, on the other hand, have an arms’-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that we and our affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that each Agent (or its affiliate) is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Agent or its affiliates may provide investment

-8-

banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Borrower, the Acquired Business and your and their respective subsidiaries and other companies with which you, the Acquired Business or the Borrower or your respective subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Agent, any of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

9. Confidentiality.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person or entity except (a) to your affiliates, officers, directors, employees, attorneys, accountants and advisors who are directly involved in the consideration of this matter and on a confidential and need-to-know basis, (b) if we consent in writing to any such proposed disclosure, or (c) as required by applicable law or compulsory legal process or in connection with any pending legal proceeding (in which case you agree, to the extent permitted by applicable law, to inform us promptly thereof) or regulatory review; provided that (i) you may disclose this Commitment Letter and the contents hereof (but you may not disclose the Fee Letter or the contents thereof) in any prospectus or other offering memorandum relating to the Senior Notes or in any filing with the SEC in connection with the Transaction, (ii) you may disclose the Term Sheets and the other exhibits and annexes to the Commitment Letter, and the contents thereof, to any rating agencies in connection with obtaining ratings for the Borrower and the Facilities, (iii) you may disclose the aggregate fees contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Facilities and/or the Senior Notes or in any public release or filing relating to the Transaction, (iv) you may disclose the Term Sheets (and the contents thereof) to potential Lenders and their affiliates involved in the related commitments and to rating agencies in connection with obtaining ratings for the Borrower and the Facilities, (v) you may disclose this Commitment Letter (but not the Fee Letter) in any proxy relating to the Transaction, (vi) you may disclose this Commitment Letter and the contents thereof to the Company and its officers, directors, employees, agents, attorneys, accountants, advisors, and controlling persons, on a confidential and need to know basis, and (vii) to the extent the amount of fees and other economic terms set forth herein have been redacted in a manner to be reasonably agreed upon, you may disclose the Fee Letter and the contents thereof to the Company and its officers, directors, employees, agents, attorneys, accountants, advisors and controlling persons on a confidential and need to know basis. The confidentiality provisions set forth in this paragraph shall survive the termination of this Commitment Letter.

The Agents and their respective affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Agent from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Agent, to the extent permitted by law, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-regulatory body having jurisdiction or oversight over such Agent or any of its affiliates, their business or operations, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Agent or any of its affiliates, (d) to the extent that such information is or was received by such Agent from a third party that is not to its knowledge subject to confidentiality obligations to you or the Acquired Business, (e) to the extent that such information is

-9-

independently developed by such Agent, (f) to such Agent’s respective affiliates and its and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transaction and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any of its affiliates or any of their respective obligations (which may be oral or pursuant to customary syndication practice) in each case who are instructed that they shall be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) for purposes of establishing a “due diligence” or similar defense, (i) to the extent necessary in connection with the enforcement of their respective rights hereunder or under the Fee Letter or (j) to the extent permitted by Section 11 hereof in respect of the customary advertisements and promotional materials contemplated thereby; provided that (i) the disclosure of any such information to any Lenders, hedge providers or prospective Lenders, hedge providers or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender, hedge provider or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of the Lead Arrangers or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information and (ii) no such disclosure shall be made by any of us to any person that is at such time a Disqualified Lender. The Agents’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Credit Documentation upon the execution and delivery of the Credit Documentation and initial funding thereunder (or, in the event that any Senior Notes are issued on the Closing Date, upon the initial funding of the Senior Secured Credit Facilities only) or shall expire on the second anniversary of the date hereof, whichever occurs earlier.

10. Assignments; Etc.

This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not (other than any assignment as a matter of law in connection with your merger with the Company) be assignable by you without the prior written consent of each Agent (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto and thereto (and Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and thereto (and Indemnified Persons) and may not be relied upon by any person or entity other than you. Each Agent may assign its commitment hereunder to one or more prospective Lenders; provided that (a) no Agent shall be relieved or novated from its obligations hereunder in connection with any syndication, assignment or participation of the Facilities (including its commitments in respect thereof) until after the initial funding of the Facilities and (if applicable) the issuance of the Senior Notes on the Closing Date, (b) no assignment or novation shall become effective with respect to all or any portion of any Agent’s commitments in respect of the Facilities until the initial funding of the Facilities and (if applicable) the issuance of the Senior Notes on the Closing Date and (c) unless you agree in writing, each Agent shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the applicable Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the initial funding of the Facilities and (if applicable) the issuance of the Senior Notes on the Closing Date has occurred. Any and all obligations of, and services to be provided by an Agent hereunder (including, without limitation, the commitment of such Agent) may be performed and any and all rights of the Agents hereunder may be exercised by or through any of their respective affiliates or branches.

-10-

11. Amendments; Governing Law; Etc.

This Commitment Letter and the Fee Letter may not be amended or modified, or any provision hereof or thereof waived, except by an instrument in writing signed by you and each Agent. Each of this Commitment Letter and the Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter or the Fee Letter by facsimile (or other electronic, i.e. a “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. Section headings used herein and in the Fee Letter are for convenience of reference only, are not part of this Commitment Letter or the Fee Letter, as the case may be, and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter or the Fee Letter, as the case may be. You acknowledge that information and documents relating to the Facilities may be transmitted through Intralinks, the internet, email or similar electronic transmission systems and that no Agent shall be liable for any damages arising from the use by others of information or documents transmitted in such manner. Each Agent may, (i) with your prior written consent (not to be unreasonably withheld, conditioned or delayed), place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as they may choose, and (ii) circulate similar promotional materials, after the closing of the Transaction in the form of a “tombstone” or otherwise describing the names of the Borrower and its affiliates (or any of them), and the amount, type and closing date of the transactions contemplated hereby, in each case, all at the expense of the Agents. This Commitment Letter and the Fee Letter set forth the entire agreement between the parties hereto as to the matters set forth herein and therein and supersede all prior understandings, whether written or oral, between us with respect to the matters herein and therein. Matters that are not covered or made clear in this Commitment Letter or in Fee Letter are subject to mutual agreement of the parties hereto. THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION); provided, however, that it is understood and agreed that (a) the interpretation of the definition of “Material Adverse Effect” (and whether or not such Material Adverse Effect has occurred), (b) the determination of the accuracy of any representations of the Company and whether as a result of any inaccuracy thereof you (or your affiliates) has the right (taking into account any applicable cure provisions) to terminate your (or your affiliates’) obligations under the Acquisition Agreement or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, in each case shall be governed by, and construed in accordance with, the laws of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

12. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the County of New York, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined only in such courts located within New York County; provided, however, that each Agent shall be entitled to assert jurisdiction over you and your property in any court in which jurisdiction may be laid over you or your property, (b) waives, to the fullest extent it may legally and effectively do so, any

-11-

objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or Federal court sitting in New York County, as the case may be, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees that service of any process, summons, notice or document by registered mail or overnight courier addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

13. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

14. Surviving Provisions.

The indemnification, confidentiality, fees, assignment, syndication, absence of agency or fiduciary duty, survival, jurisdiction, service of process, venue, governing law and waiver of jury trial provisions contained herein and the provisions of the Fee Letter shall remain in full force and effect regardless of whether definitive Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments of the Agents hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter (but not the Fee Letter), other than those provisions relating to confidentiality and the syndication of the Facilities, shall automatically terminate and be superseded by the definitive Credit Documentation relating to the Facilities upon the initial funding thereunder and you shall be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and/or the Initial Lenders’ commitments with respect to the Facilities (or a portion thereof) hereunder at any time subject to the provisions of the preceding sentence.

15. PATRIOT Act Notification.

Each Agent hereby notifies you that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Title III of Pub. L. 109-177 (signed into law March 9, 2009) (as amended from time to time, the “PATRIOT Act”), such Agent is required to obtain, verify and record information that identifies the Borrower and any other borrowers and guarantors under the Facilities, which information includes the name, address, tax identification number and other information regarding the Borrower and such other borrowers and guarantors that will allow such Agent to identify the Borrower and such other borrowers and guarantors in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Agent and each Lender.

16. Termination and Acceptance.

Each Agent’s commitments with respect to the Facilities as set forth above, and each Agent’s agreements to perform the services described herein, will automatically terminate (without further action or notice and without further obligation to you) on the first to occur of (i) 5:00 p.m., New

-12-

York City time, on February 11, 2014, unless on or prior to such time the Transaction has been consummated, (ii) in the case of the Initial Bridge Facility Lenders’ commitments with respect to the Senior Bridge Facility only, the date of the issuance of the Senior Notes (in escrow or otherwise) in lieu of a borrowing thereunder, (iii) any time after the execution of the Acquisition Agreement and prior to the consummation of the Acquisition, the date of the termination of the Acquisition Agreement, or (iv) with respect to any Facility, the consummation of the Acquisition without the use of such Facility.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on August 12, 2013. The commitments of each Agent hereunder, and the Agents’ agreements to perform the services described herein, will expire automatically (and without further action or notice and without further obligation to you) at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence.

[Remainder of this page intentionally left blank]

-13-

We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Scottye Lindsey
	Name:	Scottye Lindsey
	Title:	Director
By:	/s/ Enrique Landaeta
	Name:	Enrique Landaeta
	Title:	Director
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH
By:	/s/ Scottye Lindsey
	Name:	Scottye Lindsey
	Title:	Director
By:	/s/ Enrique Landaeta
	Name:	Enrique Landaeta
	Title:	Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Chris Dorsett
	Name:	Chris Dorsett
	Title:	Director
By:	/s/ William Frauen
	Name:	William Frauen
	Title:	Managing Director

-14-

BANK OF AMERICA, N.A.
By:	/s/ Elaine Kao
	Name:	Elaine Kao
	Title:	Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Elaine Kao
	Name:	Elaine Kao
	Title:	Director
THE BANK OF NOVA SCOTIA
By:	/s/ Diane Emanuel
	Name:	Diane Emanuel
	Title:	Managing Director

-15-

Accepted and agreed to as of
the date first above written:
DFC HOLDINGS, LLC
By:	/s/ Scott A. Griswold
	Name:	Scott A. Griswold
	Title:	Manager

-16-

EXHIBIT A

Project Fresh

$675,000,000 Term Facility

$150,000,000 ABL Facility

$325,000,000 Senior Bridge Facility

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the commitment letter to which this Exhibit A is attached.

Holdings intends to (i) acquire (the “Acquisition”) all of the outstanding common stock of Dole Food Company, Inc. (the “Company” and together with its subsidiaries collectively, the “Acquired Business”) other than the Rollover Equity (as defined below) for a cash purchase price not to exceed $13.50 per share from the existing shareholders of the Company pursuant to a merger of DFC Merger Corp., a newly formed wholly-owned domestic subsidiary of Holdings (“Merger Sub”) with and into the Company in accordance with an Agreement and Plan of Merger, dated as of August 11, 2013 (the “Acquisition Agreement”), and (ii) concurrently with the consummation of the Acquisition, refinance the Acquired Business’ outstanding senior secured credit agreement (the “Existing Credit Agreement”) (the “Refinancing”). After the consummation of the Acquisition, all of the outstanding equity interests of Holdings will be owned, directly or indirectly, by David H. Murdock and his controlled affiliates (collectively, the “Equity Investors”), and all equity interests of the Company will be owned by Holdings.

The sources of funds needed to effect the Acquisition and the Refinancing, to pay all fees and expenses incurred in connection with the Transaction (the “Transaction Costs”) and to provide for the working capital needs and general corporate requirements of the Borrower and its subsidiaries after giving effect to the Acquisition shall be provided solely through:

(i) a cash common equity contribution to Holdings from the Equity Investors in an aggregate amount of at least $200 million which shall be contributed to Merger Sub as common equity (the “Cash Common Equity Financing”);

(ii) the contribution to Holdings and further contribution by Holdings to Merger Sub of all outstanding common equity of the Company currently held by David H. Murdock and his controlled investment affiliates (the “Rollover Equity” and together with the Cash Common Equity Financing, the “Common Equity Financing”);

(iii) senior secured financing consisting of (i) a $675 million term loan facility (the “Term Facility”) and (ii) a $150 million asset based revolving credit facility (the “ABL Facility” and, together with the Term Facility, the “Senior Secured Credit Facilities”); provided that, except as expressly permitted in Clause A.4. in the subsection entitled “Use of Proceeds” in Exhibit C, no portion of the ABL Facility may be utilized to make payments owing to finance the Acquisition or the Refinancing or to pay Transaction Costs;

(iv) either (x) the issuance and sale by the Borrower of $325 million in aggregate principal amount of unsecured senior notes (the “Senior Notes”) in a non-public “144A for life” offering or (y) if and to the extent that the Borrower does not issue the Senior Notes in such aggregate amount on or prior to the Closing Date, the incurrence of loans in an aggregate principal amount equal to the remainder of $325 million less the aggregate principal amount of Senior Notes issued pursuant to the immediately preceding clause (x) (the “Senior Bridge

A-1

Loans”) from one or more lenders under a new unsecured senior bridge facility (the “Senior Bridge Facility” and, together with the Senior Secured Credit Facilities, being collectively referred to as the “Facilities” and each a “Facility”); and

(v) cash on hand of the Acquired Business.

The date on which the Acquisition is consummated and the initial borrowings are made under any of the Facilities (or in lieu of borrowing under the Senior Bridge Facility, the issuance of the Senior Notes) is referred to herein as the “Closing Date”.

The transactions described above are collectively referred to herein as the “Transaction”. Notwithstanding the foregoing, at the option of the Lead Arrangers, the Term Facility may be provided through an incremental term loan under, and amendment to, the Existing Credit Agreement (which may include the roll-over of the existing term loans in lieu of the Refinancing with respect thereto) in which case the terms of this Commitment Letter (including the Term Facility Term Sheet) shall apply to such amendment mutatis mutandis.

A-2

EXHIBIT B

Project Fresh

$675 million Term Facility

Summary of Principal Terms and Conditions

Borrowers:	Initially, Merger Sub and, immediately following the Merger, the Company (the “Borrower”); provided that, at the option of the Borrower, so long as no adverse tax consequences would result therefrom, a portion of the Term Loans in an amount to be agreed may be borrowed by Solvest, Ltd. (which borrowings would be guaranteed and secured by foreign subsidiaries of the Borrower to be mutually agreed between the Borrower and the Lead Term Facility Arrangers).
Administrative Agent:	DBNY will act as sole administrative agent and collateral agent (in such capacities, the “Term Administrative Agent”) for a syndicate of banks, financial institutions and other lenders (together with DBNY, the “Term Lenders”), and will perform the duties customarily associated with such roles.
Joint Lead Arrangers and Book-Running Managers:	DBSI, Merrill Lynch and Scotia will act as the joint lead arrangers and joint book-running managers for the Term Facility (as defined below), and will perform the duties customarily associated with such roles (the “Lead Term Facility Arrangers”).
Term Facility:	A Term B Loan facility in an aggregate principal amount of $675 million (the “Term Facility”).
Use of Proceeds:	The loans made pursuant to the Term Facility (the “Term Loans”) may only be incurred on the Closing Date and the proceeds thereof shall be utilized solely to finance, in part, the Acquisition and the Refinancing and to pay the Transaction Costs.
Maturity:	The final maturity date of the Term Facility shall be seven years from the Closing Date (the “Term Loan Maturity Date”).
Amortization:	During the first six and three-quarter years following the Closing Date, annual amortization (payable in four equal quarterly installments) of the Term Loans shall be required in an amount equal to 1% of the initial aggregate principal amount of the Term Loans. The remaining aggregate principal amount of Term Loans originally incurred shall be due and payable in full on the Term Loan Maturity Date.
Availability:	Term Loans may only be incurred on the Closing Date. No amount of Term Loans once repaid may be reborrowed.
Amend and Extend:	The documentation for the Term Facility will contain “amend and extend” provisions pursuant to which individual Term Lenders may

B-1

	agree to extend the maturity date of their outstanding Term Loans or term loans under any Incremental Commitments upon the request of the Borrower and without the consent of any other Term Lender subject to customary procedures and limitations (it is understood that no existing Term Lender will have any obligation to commit to any such extension).
Uncommitted Incremental Facilities:	After the Syndication Date, the Borrower will have the right to solicit existing Term Lenders or additional institutions that will become Term Lenders to provide incremental commitments consisting of one or more increases to the Term Facility and/or one or more new tranches of term loans to be made available under the documentation governing the Term Facility (the “Term Facility Documentation”; such incremental term facilities, the “Incremental Term Facilities” with the Incremental Facilities and the Term Facility being collectively called the “Term Loan Facilities” and loans under the Incremental Term Facilities, “Incremental Term Loans”; Term Loans and Incremental Term Loans each being “Loans”) in an aggregate principal amount not to exceed the greater of (A) $100.0 million and (B) any other amount so long as the Senior Secured Net Leverage Ratio (as defined in the Existing Credit Agreement) as of the last day of the most recent fiscal quarter of the Borrower does not exceed 3.0 to 1.0 on a pro forma basis (and excluding the cash proceeds therefrom); provided that (i) no event of default or default exists or would exist after giving effect thereto and the representations and warranties in the Term Facility Documentation shall be true and correct in all material respects (which materiality exception will not apply to representations and warranties qualified by materiality standards), (ii) the maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (iii) the average life to maturity of any Incremental Term Loans shall be no shorter than the then remaining average life to maturity of the Term Loans, (iv) in the event that the “Yield” (to be defined to give effect to interest rate floors, interest margins and upfront fees or OID) for any Incremental Term Loans is higher than the yield for the Term Loans by more than 50 basis points, then the interest rate margins for the Term Loans shall be increased to the extent necessary so that the Yield for the Term Loans is equal to the Yield for such Incremental Term Loans minus 50 basis points, (v) such Incremental Term Loans shall share in any repayments with the Term Loans on no greater than a pro rata basis and (vi) the other terms and documentation in respect thereof shall be consistent with the Term Loans for so long as such Term Loans remain outstanding. No existing Term Lender shall have any obligation to provide any commitments under the Incremental Term Facilities.
Guaranties:	Holdings and each direct and indirect wholly owned U.S. subsidiary of the Borrower (each, a “Guarantor” and, collectively, the “Guarantors” and together with the Borrower, the “Credit Parties”) shall be required to provide an unconditional guaranty (collectively, the “Guaranties”) of all amounts owing under the Term Facility. Such Guaranties shall be in form and substance reasonably satisfactory to the Term Administrative Agent and shall be guarantees of payment and not of collection.

B-2

Security:	All amounts owing under the Term Facility (and all obligations under the Guaranties) will be initially secured by: (A) a perfected lien on, and pledge of, all of the capital stock of each of the direct subsidiaries of the Credit Parties existing on the Closing Date or thereafter created or acquired (such pledge to be limited to 65% of the outstanding voting stock of (x) any “controlled foreign corporation” as defined in Section 956 of the Internal Revenue Code and (y) any Foreign Holding Company), and excluding capital stock of joint ventures to the extent that the pledge thereof could conflict with the terms of such joint venture’s organizational documents or similar agreements, and (B) a perfected lien on, and security interest in, all of the tangible and intangible properties and assets (including all contract rights, material owned real property interests, patents, trademarks, trade names, equipment and proceeds of the foregoing) of each Credit Party (other than the ABL Priority Collateral (as defined below) and other than any Excluded Assets (as defined below) (the “Term Priority Collateral”) and (B) a perfected second priority lien on and pledge of, all inventory, accounts receivable, deposit accounts, securities accounts, and any cash or other assets in such accounts (and, to the extent evidencing or otherwise related to such items, all general intangibles, intercompany debt, insurance proceeds, letter of credit rights, commercial tort claims, chattel paper, instruments, supporting obligations, documents, investment property and payment intangibles but excluding, for the avoidance of doubt, trademarks, tradenames and other intellectual property) of the Credit Parties and the proceeds of any of the foregoing and all books and records relating to, or arising from, any of the foregoing, except to the extent such proceeds constitute Term Priority Collateral, and other than Excluded Assets (the “ABL Priority Collateral” and together with the Term Priority Collateral, the “Collateral”). The rights and obligations of the ABL Lenders (as defined in Exhibit C) under the ABL Facility and the Term Lenders in respect of the Collateral shall be set forth in a customary intercreditor agreement consistent with the Documentation Principles.
	Notwithstanding anything to the contrary contained herein, the Collateral shall exclude the following: (i) pledges and security interests prohibited or (to the extent) limited by law and certain agreements (including capital leases, purchase money indebtedness and licenses (other than prohibitions overridden by the UCC, except in the case of purchase money and capital or finance leases), (ii) those properties and assets as to which the Lead Term Facility Arrangers, reasonably determine that the costs of obtaining such security interest or perfection thereof are excessive in relation to the practical benefit to the Term Lenders of the security interest to be afforded thereby (it being understood that none of the foregoing shall be subject to any other liens or security interests, except for permitted liens) and (iii) other customary exceptions (the “Excluded Assets”).
	All documentation (collectively referred to herein as the “Security Agreements”) evidencing the security required pursuant to the preceding paragraphs shall be consistent with the Documentation Principles (as defined below), and shall effectively create first priority security interests

B-3

	in the property purported to be covered thereby (or, in the case of ABL Priority Collateral, second priority security interests), with such exceptions that are consistent with the Documentation Principles.
	Notwithstanding the foregoing, the requirements of the preceding paragraphs of this “Security” section shall be, as of the Closing Date, subject to the Limited Conditionality Provisions.
Refinancing Facilities:	The Term Facility Documentation will permit the Borrower to refinance the Term Loans or any Incremental Term Loans from time to time, in whole or part, with one or more new term facilities (each, a “Refinancing Term Facility”), respectively, under the Term Facility Documentation with the consent of the Term Administrative Agent, the Borrower and the institutions providing such Refinancing Term Facility or with one or more additional series of senior unsecured notes or loans or notes that will be secured by the Collateral on a pari passu basis with the Term Facility or junior lien secured notes or loans that will be secured on a subordinated basis to the Term Facility and the ABL Facility and to the obligations under any senior secured first lien notes, which will be subject to a customary intercreditor agreement reasonably acceptable to the Term Administrative Agent and the Borrower (such notes, “Refinancing Notes” and, together with the Refinancing Term Facilities, the “Refinancing Indebtedness”); provided that (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life than, or with respect to Refinancing Notes, have mandatory redemption features (other than customary asset sale and change of control offers or events of default) that could result in redemptions of such Refinancing Notes prior to, the maturity date of the Term Loans or of any Incremental Term Loans, in either case that are being refinanced, (ii) the amount of any Refinancing Indebtedness does not exceed the amount of indebtedness being refinanced plus any fees, costs and expenses related thereto (including original issue discount or upfront fees), (iii) any Refinancing Indebtedness is not guaranteed by any subsidiaries of the Borrower that are not Credit Parties and (iv) any Refinancing Indebtedness is not secured by any collateral that is not pledged by the Credit Parties to secure the Term Facility. This provision is not intended to limit the Borrower’s rights to otherwise prepay the Term Loans as set forth below.
Documentation:	The definitive documentation for the Term Facility will be based on the Borrower’s existing credit agreement with modifications to reflect differences in the Borrower’s ratings and leverage and market conditions at the time of syndication, and will contain the terms set forth in this Exhibit B and will be mutually agreeable to the Borrower and Lead Arrangers and otherwise be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date (such precedent and requirements, the “Documentation Principles”). Notwithstanding the foregoing, the only conditions to the availability of the Term Facility on the Closing Date shall be the applicable conditions set forth in or referred to in Section 5 of the Commitment Letter.

B-4

Voluntary Prepayments:	Voluntary prepayments may be made at any time on three business days’ notice in the case of LIBOR Loans, or one business days’ notice in the case of Base Rate Loans (or same day notice in the case of Swingline Loans), without premium or penalty (except as otherwise provided under the heading “Prepayment Fee” below), in minimum principal amounts to be mutually agreed; provided that voluntary prepayments of LIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs. Voluntary prepayments of Term Loans shall be applied pro rata to each outstanding tranche of Term Loans and Incremental Term Loans (if any), and shall apply to reduce future scheduled amortization payments of the respective Term Loans and Incremental Term Loans being prepaid in a manner directed by the Borrower.
Mandatory Repayments and Commitment Reductions:	Mandatory repayments of Term Loans and Incremental Term Loans shall be required from (a) 100% of the net cash proceeds (net of taxes and costs and expenses in connection with the sale) from asset sales by the Borrower and its subsidiaries (including sales of equity interests of any subsidiary of by the Borrower) in excess of an amount to be agreed but subject to certain ordinary course and reinvestment exceptions to be mutually agreed, (b) 100% of the net cash proceeds from issuances or incurrences of debt (with appropriate exceptions for permitted indebtedness other than Refinancing Indebtedness) by the Borrower and its subsidiaries, (c) 50% of annual Excess Cash Flow (to be defined to the satisfaction of the Lead Term Facility Arrangers and the Borrower) of the Borrower and its subsidiaries (subject to step downs to be agreed) and (d) 100% of the net cash proceeds from insurance recovery and condemnation events of the Borrower and its subsidiaries (subject to certain reinvestment rights to be mutually agreed). Notwithstanding the foregoing, no net cash from any foreign asset sale or foreign casualty event will be required to be applied to make a mandatory prepayment.
	All mandatory repayments of Term Loans made pursuant to clauses (a) through (d), inclusive, above will be applied pro rata to each outstanding tranche of Term Loans and Incremental Term Loans (if any), and shall apply to reduce future scheduled amortization payments of the respective Term Loans being repaid pro rata based upon the then remaining amounts of such payments. In addition, after giving effect to the consummation of the Transaction on the Closing Date, all commitments under the Term Facility (if any) not required to finance the Transaction shall be terminated in their entirety.
Prepayment Fee:	The occurrence of any Repricing Event (as defined below) prior to the first anniversary of the Closing Date, will require payment of a fee (the “Prepayment Fee”) in an amount equal to 1% of the principal amount of Term Loans subject to such prepayment, repayment or Repricing Event.
	As used herein, the term “Repricing Event” shall mean (except in connection with a Change of Control) (i) any prepayment or repayment

B-5

	of Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement indebtedness bearing interest with a Yield less than the Yield applicable to the Term Loans subject to such event and (ii) any amendment to the Term Facility Documentation which reduces the Yield applicable to the Term Loans (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a non-consenting Term Lender in connection with any such amendment pursuant to so-called yank-a-bank provisions).
Interest Rates:	At the Borrower’s option, Term Loans may be maintained from time to time as (x) Base Rate Loans, which shall bear interest at the Base Rate (or if greater at any time, the Base Rate Floor (as defined below)) in effect from time to time plus the Applicable Margin (as defined below) or (y) LIBOR Loans, which shall bear interest at LIBOR (adjusted for statutory reserve requirements) as determined by the Term Administrative Agent for the respective interest period (or if greater at any time, the LIBOR Floor (as defined below)), plus the Applicable Margin.
	“Applicable Margin” shall mean a percentage per annum equal to (i) in the case of Term Loans (A) maintained as Base Rate Loans, 2.75%, and (B) maintained as LIBOR Loans, 3.75%; and (ii) in the case of any Incremental Term Loans incurred pursuant to an Incremental Term Facility (other than any such loans which are added to (and form part of) the Term Facility, all of which shall have the same Applicable Margins as provided in the preceding clause (i), as the same may be adjusted as provided below), such rates per annum as may be agreed to among the Borrower and the Term Lender(s) providing such Incremental Term Loans; provided that the “Applicable Margin” for Term Loans shall be subject to adjustment as provided in clause (iv) of the proviso appearing in the first sentence of the section hereof entitled “Uncommitted Incremental Facilities”).
	“Base Rate” shall mean the highest of (x) the rate that the Term Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1% in excess of the overnight federal funds rate and (z) LIBOR for an interest period of one month plus 1.00%.
	“Base Rate Floor” shall mean 2.00% per annum.
	“LIBOR Floor” shall mean 1.00% per annum.
	Interest periods of 1, 2, 3 and 6 months shall be available in the case of LIBOR Loans.
	Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of LIBOR Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest

B-6

	periods in excess of three months. Interest will also be payable at the time of repayment of any Loans and at maturity. All interest on Base Rate Loans, LIBOR Loans and commitment fees and any other fees shall be based on a 360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate, a 365/366-day year and actual days elapsed).
Default Interest:	Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate then borne by the applicable borrowing (or, if any such amount does not relate to a borrowing under a specific tranche of the Term Loan Facilities, the rate which is 2% in excess of the rate applicable to Term Loans maintained as Base Rate Loans). Such interest shall be payable on demand.
Yield Protection:	The Term Loan Facilities shall include customary provisions (i) protecting the Term Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law (including Dodd-Frank Act or Basel III) and from the imposition of or changes in withholding or other taxes (subject in each case to limitations on time periods for claims and a right of the Borrower to replace any Term Lender making such a claim), (ii) indemnifying the Term Lenders for breakage costs (excluding interest margin) in connection with, among other things, prepayment of LIBOR Rate borrowing other than on the last day of an interest period and (iii) protecting the Borrower with respect to Foreign Account Tax Compliance Act. Such provisions shall be consistent with the Documentation Principles.
Agent/ Lender Fees:	The Term Administrative Agent, the Lead Term Facility Arrangers and the Term Lenders shall receive such fees as have been separately agreed upon.
Conditions Precedent:	A.	To Initial Term Loans:
	Those conditions precedent set forth or referred to in Section 5 of the Commitment Letter.
Representations and Warranties:	Subject to qualifications and limitations for materiality consistent with the Documentation Principles, the Term Facility Documentation will contain the following representations and warranties (and applying to Holdings and its subsidiaries): organization; powers; subsidiaries; authorization; enforceability; governmental approvals; no conflicts; financial statements and financial condition; no material adverse effect; properties; litigation; taxes; solvency; environmental matters; labor relations; compliance with laws and agreements; disclosure; margin regulations; security interests; investment company status; and PATRIOT Act, FCPA and OFAC.

B-7

Covenants:	Subject to qualifications and exceptions consistent with the Documentation Principles, the Term Facility Documentation will contain the following covenants (in each case applicable to Holdings and its subsidiaries, as appropriate):
Affirmative Covenants:	Financial statements and other information; notices of material events; existence; conduct of business; payment of obligations; maintenance of properties; insurance; inspection rights; compliance with laws; compliance with agreements; use of proceeds; subsidiary guarantees; additional collateral and further assurances, lender calls and maintenance of ratings;
	Additionally, there will be a covenant requiring the Borrower and its subsidiaries within 150 days after the Closing Date to enter into a long-term financing arrangement with a counterparty satisfactory to the Lead Term Facility Arrangers for a term of not less than 10 years providing the Borrower and its subsidiaries with the rights to use during such period the three ships with respect to which the Borrower and its subsidiaries have previously made purchase price deposits.
Negative Covenants:	(a)	limitations on indebtedness, with exceptions to be agreed, including (i) a basket for purchase money debt and capitalized leases in an amount to be agreed, (ii) letters of credit of foreign subsidiaries in an amount to be agreed, (iii) indebtedness of foreign subsidiaries incurred in connection with grower loan programs in an amount to be agreed, (iv) foreign subsidiary debt in an amount to be agreed and (v) a general basket to be agreed;
	(b)	limitation on liens (which shall permit, among other things, a general liens basket to be agreed);
	(c)	limitation on restricted payments (which shall permit, among other things (i) a general restricted payments basket in an amount to be agreed and (ii) subject to no event of default and compliance with a financial covenant to be determined, restricted payments utilizing the Available Amount (to be defined) basket);
	(d)	limitation on investments (which shall permit, among other things, (i) advances to officers and employees in an amount to be agreed, (ii) intercompany investments, subject to limitations to be agreed, (iii) investments in grower programs in an amount to be agreed and (iv) other investments in an amount to be agreed);
	(e)	limitation on certain prepayments of subordinated indebtedness and certain unsecured indebtedness;
	(f)	limitations on transactions with affiliates;
	(g)	limitation on changes in fiscal year;
	(h)	limitation on restrictions on distributions from subsidiaries;

B-8

	(i)	limitation on mergers and certain asset sales (which shall permit, among other things, a disposition basket in an annual amount not to exceed an amount to be agreed so long as with respect to any asset sale in excess of an amount to be agreed, Holdings or the applicable subsidiary receives at least 75% cash and cash equivalents as consideration for such sale); and
	(j)	a requirement to sell assets resulting in net cash proceeds to the Borrower and its subsidiaries of not less than $60 million in each two year period following the Closing Date and to immediately prepay Term Loans with such $60 million of net cash proceeds; provided that the Borrower shall be entitled to a credit against such obligation to the extent the amount of prepayments of Term Loans prior to such date (other than in connection with a refinancing) exceeds $140 million for the first two year period following the Closing Date, $310 million for the first four year period following the Closing Date and $500 million for the first six year period following the Closing Date.
Financial Covenants:	None.
Events of Default:	The Term Facility Documentation will contain the following events of default (in each case applicable to Holdings and its subsidiaries (in certain cases limited to material subsidiaries), subject to materiality thresholds, baskets, exceptions and customary grace periods consistent with the Documentation Principles): nonpayment of principal, interest or fees; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period of 30 days after notice by the Term Administrative Agent); cross-default to other indebtedness in an amount in excess of $25 million (; provided that an event of default under the financial covenant in the ABL Facility will not constitute an event of default under the Term Facility Documentation until and unless the ABL Lenders have terminated the commitments under the ABL Facility or exercised any remedies against the Collateral); bankruptcy events; unsatisfied judgments in excess of $50 million; invalidity or repudiation of any guarantees or security document with respect to a material portion of the collateral; certain ERISA events; and change in control.
Assignments and Participations:	Each assignment (unless to another Term Lender or its affiliates) shall be in a minimum amount of $1 million (unless the Borrower and the Term Administrative Agent otherwise consent or unless the assigning Term Lender’s exposure is thereby reduced to $0). Assignments (which may be non-pro rata among loans and commitments) of the Term Loans or commitments shall require the Borrower’s and the Term Administrative Agent’s consent (such consents not to be unreasonably withheld or delayed), except that (i) no such consent of the Borrower or the Term Administrative Agent need be obtained to effect an assignment of Term Loans to any Term Lender (or its affiliates or approved funds) and (ii) no consent by the Borrower will be required if a payment or bankruptcy

B-9

	event of default has occurred and is continuing; provided that Borrower will be deemed to have consented to an assignment if it does not respond to a request for assignment within 10 business days. Participations shall be permitted without restriction. Voting rights and benefits of participants are subject to customary limitations.
Waivers and Amendments:	Amendments and waivers of the provisions of the Term Facility Documentation will require the approval of Term Lenders holding commitments and/or outstandings (as appropriate) representing more than 50% of the aggregate commitments and outstandings under the Term Facility (the “Required Lenders”), except that (a) the consent of each Term Lender directly affected thereby will be required with respect to (i) increases in commitment amounts of such Term Lender, (ii) reductions of principal, interest or fees owing to such Term Lender, (iii) extensions of scheduled payments of any Term Loans (including at final maturity) of such Term Lender or times for payment of interest or fees owing to such Term Lender and (iv) modifications to the pro rata sharing and payment provisions, assignment provisions or the voting percentages, (b) the consent of all of the Term Lenders shall be required with respect to releases of all or substantially all of the collateral or the value of the Guaranties provided by the Guarantors taken as a whole and (c) class voting rights for Term Lenders under each affected tranche of the Term Facilities shall be required for certain types of amendments and waivers; provided that if any of the matters described in clause (a) or (b) above is agreed to by the Required Lenders, the Borrower shall have the right to either (x) substitute any non-consenting Term Lender by having its Term Loans and commitments assigned, at par, to one or more other institutions, subject to the assignment provisions described above, or (y) with the express written consent of the Required Lenders, terminate the commitment of, and repay the obligations owing to, any non-consenting Term Lender, subject to repayment in full of all obligations of the Borrower owed to such Term Lender relating to the Term Loans with, in the case of either preceding clause (x) or (y), the payment by the Borrower to each non-consenting Term Lender of the applicable Prepayment Fee (if such assignment or repayment occurs prior to the first anniversary of the Closing Date).
	In addition, the Term Facility Documentation shall provide for the amendment (or amendment and restatement) of the Term Facility Documentation to provide for a new tranche of replacement term loans to replace all of the Term Loans, subject to customary limitations (including as to tenor, weighted average life to maturity, “effective yield” and applicable covenants prior to the Term Loan Maturity Date), with the consent of the Term Administrative Agent, the Borrower and the Term Lenders providing such replacement term loans.
Indemnification; Expenses:	All reasonable and documented out-of-pocket expenses of the Lead Term Facility Arrangers and the Term Administrative Agent (and the Term Lenders for enforcement costs) associated with the preparation, execution and delivery of any waiver or modification (whether or not effective) requested by Holdings of, and the enforcement (as against the

B-10

	Credit Parties) of, any Term Facility Documentation (including reasonable and documented fees, disbursements and other charges of a single counsel for the Term Administrative Agent; provided that reasonable fees, disbursements and other charges of additional counsel shall be reimbursed in the event of a need for local counsel) are to be paid by the Credit Parties.
	The Credit Parties shall indemnify each of the Lead Term Facility Arrangers, the Term Administrative Agent and the other Term Lenders and hold them harmless from and against all liabilities and related reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees, disbursements and other charges of a single counsel (provided that additional counsel may be retained in the event of conflict or a need for local counsel) arising out of or relating to any litigation or other proceeding) regardless of whether the Lead Term Facility Arrangers, the Term Administrative Agent or any such other Term Lender is a party thereto that relate to the Term Facility, the Term Facility Documentation or any transactions related thereto, except (i) to the extent resulting from the gross negligence or willful misconduct of such person or its officers, directors, employees, affiliates, agents or controlling persons, in each case, which are rendering services on behalf of such indemnified person under the Term Facility Documentation, (ii) to the extent resulting from a material breach of the obligations of any indemnified person or such indemnified person’s principals, directors, officers, employees, representatives or agents, in each case, which are rendering services on behalf of such indemnified person under the Term Facility Documentation (in each case of the preceding clauses (i) or (ii), as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (iii) to the extent resulting from any dispute solely among the Indemnified Persons (other than any dispute involving the Term Administrative Agent, any Lead Term Facility Arranger or any other agent or person acting in any similar capacity, in each case, in its capacity as such) and not involving any act or omission of the Borrower or any of its affiliates.
Governing Law and Forum; Submission to Exclusive Jurisdiction:	All Term Facility Documentation shall be governed by the internal laws of the State of New York (except security documentation that the Term Administrative Agent determines should be governed by local or foreign law). The Borrower and the Guarantors will submit to the exclusive jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof (except to the extent the Term Administrative Agent requires submission to any other jurisdiction in connection with the exercise of any rights under any security document or the enforcement of any judgment).
Waiver of Jury Trial:	All parties to the Credit Documents will waive the right to trial by jury.
Counsel to Administrative Agent and Lead Bank Arrangers:	Cahill Gordon & Reindel LLP.

B-11

EXHIBIT C

Project Fresh

$150 million ABL Facility

Summary of Principal Terms and Conditions¹

Borrowers:	Initially, Merger Sub and, immediately following the Merger, the Company (the “Borrower”) and Solvest, Ltd. (the “Solvest”).
ABL Administrative Agent:	DBNY will act as sole administrative agent and collateral agent (in such capacities, the “ABL Administrative Agent”) for a syndicate of banks, financial institutions and other lenders (together with DBNY, the “ABL Lenders”), and will perform the duties customarily associated with such roles.
Joint Lead Arrangers and Book-Running Managers:	DBSI, Merrill Lynch and Scotia will act as the joint lead arrangers and joint book-running managers for the ABL Facility (as defined below), and will perform the duties customarily associated with such roles (the “Lead ABL Arrangers”).
ABL Facility:	A.	Revolving Commitments
		1.	Amount: Revolving Commitments in an aggregate initial principal amount of $135 million (the “Revolving Commitments”) as such amount may be increased upon the conversion of FILO Commitments (as defined below) or as provided below under “Uncommitted Revolving Commitments.” The Revolving Commitments will be available to the Borrower and Solvest for Revolving Loans (as defined below) in U.S. Dollars, with a sublimit available in Euros, Sterling and such other currencies as are acceptable to each ABL Lender and the ABL Administrative Agent. At the option of the Lead ABL Arrangers, the Revolving Commitments may be divided between a U.S. Dollar tranche and a multi-currency tranche, in which case, a customary CAM provision will be included. The ABL Credit Documentation (as defined below) will provide that any time Excess Availability (as defined below) is less than a level to be agreed, no further borrowings under the Revolving Commitments by the Borrower will be permitted unless Solvest has outstanding at least $15 million of Loans (as defined below)

¹  All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached.

C-1

2.	Letters of Credit: $75 million of the ABL Facility will be available for the issuance of stand-by and trade letters of credit (“Letters of Credit”) to support obligations of the Borrower and its subsidiaries reasonably satisfactory to DBNY (but, in any event, excluding the Term Facility, Senior Notes, the Senior Bridge Facility, other subordinated debt and equity interests). Maturities for Letters of Credit will not exceed twelve months (in the case of standby Letters of Credit) or 180 days (in the case of trade Letters of Credit), renewable annually thereafter in the case of standby Letters of Credit and, in any event, shall not extend beyond the fifth business day prior to the Revolving Termination Date (as defined below). Letter of Credit outstandings will reduce availability under the Revolving Commitments on a dollar-for-dollar basis. Each Lender with a Revolving Commitment shall acquire an irrevocable and unconditional pro rata participation in all Letter of Credit outstandings.
3.	Swingline Loans: $25 million of the ABL Facility shall be available prior to the Revolving Termination Date for swingline loans denominated in U.S. Dollars (the “Swingline Loans” and, together with the Revolving Loans and the FILO Loans (as defined below), the “Loans”) to be made by DBNY (in such capacity, the “Swingline Lender”) on same-day notice. Any Swingline Loans will reduce availability under the Revolving Commitments on a dollar-for-dollar basis. Each Lender with a Revolving Commitment shall acquire an irrevocable and unconditional pro rata participation in each Swingline Loan. No Swingline Loans shall be permitted to be made to the extent there are unutilized FILO Commitments outstanding.
4.	Use of Proceeds. The proceeds of loans under the Revolving Commitments (the “Revolving Loans”) and Swingline Loans shall be utilized for working capital, capital expenditures and general corporate purposes; provided that, except to the extent provided in the Fee Letter, no portion of the Revolving Loans or Swingline Loans may be utilized to pay amounts owing to finance the Acquisition or the Refinancing or to pay any Transaction Costs (it being understood and agreed, however, that Letters of Credit (as defined below) may be issued on the Closing Date in the ordinary course of business and to replace or provide credit support for any existing letters of credit (including by “grandfathering” such existing letters of credit into the ABL Facility)).
5.	Maturity: The final maturity date of the Revolving Commitments shall be five years from the Closing Date (the “Revolving Termination Date”).

C-2

6.	Availability: Revolving Loans may be borrowed, repaid and reborrowed after the Closing Date and prior to the Revolving Termination Date in accordance with the terms of the definitive credit documentation governing the ABL Facility (the “ABL Credit Documentation”); provided that the borrowing of any Revolving Loan or Swingline Loan and the issuance of any Letter of Credit shall only be permitted to the extent that the aggregate principal amount of all Revolving Loans, Swingline Loans and Letters of Credit outstanding do not exceed the lesser of (x) the aggregate Revolving Commitments and (y) the Borrowing Base (as defined below) (such lesser amount, the “Line Cap”) and no Revolving Loans or Swingline Loans shall be permitted to be made to the extent that unutilized FILO Commitments are available.
7.	Borrowing Base: “Borrowing Base” shall mean, as of any date of determination, the result of:
	(a) 85% of the amount of Eligible Accounts (to be defined in a customary manner) of the U.S. Credit Parties (as defined below), plus
	(b) the lower of (x) 75% of the net book value (determined on a first in first out basis) in accordance with GAAP and (y) 85% of the appraised net orderly liquidation value, in each case, of Eligible Inventory (to be defined in a customary manner) of the U.S. Credit Parties, minus
	(c) Reserves, if any, established by the ABL Administrative Agent (including, without limitation a PACA Reserve, Dilution Reserve, Rent Reserve and Inbound Freight Reserve).
	Eligibility criteria and reserves will be established and adjusted from time to time by the ABL Administrative Agent based on its reasonable credit judgment in a manner consistent with the Documentation Principles. The Borrower will use its reasonable best efforts to complete a field examination and inventory appraisal satisfactory to the Lead ABL Arrangers prior to the Closing Date; provided that in the event such field examination and appraisal are not completed prior to the Closing Date (i) until the earlier of the 90th day after the Closing Date and completion of such appraisal and field examination, (x) the eligibility criteria and net orderly liquidation value will be based on those from the Borrower’s most recent ABL revolving credit agreement and the most recent appraisal delivered thereunder, (y) each of the percentages set forth in the definition of Borrowing Base shall be reduced by 10 percentage points for the first 30 days following the Closing Date, 15 percentage points for

C-3

		the period from day 31 through day 60 following the Closing Date and 20 percentage points starting on day 61 following the Closing Date and (z) the amount of the FILO Commitments shall, except for purposes of calculating commitment fees, be deemed to be zero and (ii) if such field examination and appraisal have not been completed on or prior to the 90th day after the Closing Date, an event of default shall occur under the ABL Facility.
		The Borrower will be required to provide Borrowing Base Certificates 15 business days after the end of each fiscal month; provided that such Borrowing Base Certificates will also be required to be delivered within five Business Days after the end of each week during any Cash Dominion Period (as defined below).
	8.	Amend and Extend. The documentation for the ABL Facility will contain “amend and extend” provisions pursuant to which individual Lenders may agree to extend the maturity date of their outstanding ABL Commitments upon the request of the Borrower and without the consent of any other ABL Lender subject to customary procedures and limitations (it is understood that no existing Lender will have any obligation to commit to any such extension).
B.	FILO Commitments
	1.	Amount: First in last out revolving commitments in an aggregate initial principal amount of $15 million (the “FILO Commitments”) and, together with the Revolving Commitments, the “ABL Facility”). The FILO Commitments will be available to the Borrower and Solvest for FILO Loans (as defined below) in U.S. Dollars, with a sublimit available in Euros, Sterling and such other currencies as are acceptable to each Lender and the ABL Administrative Agent.
	2.	Conversion to Revolving Commitments: The FILO Commitment of each Lender will amortize and convert to a like principal amount of Revolving Commitment on a monthly straight-line basis during the period commencing at the end of the Borrower’s first fiscal month ending after the six month anniversary of the Closing Date and ending on the last day of the Borrower’s first fiscal month ending after the three year anniversary of the Closing Date.
	3.	Use of Proceeds. The proceeds of loans under the FILO Commitments (the “FILO Loans”) shall be utilized for working capital, capital expenditures and general corporate purposes; provided that no portion of the FILO

C-4

			Loans may be utilized to pay amounts owing to finance the Acquisition or the Refinancing or to pay any Transaction Costs.
		4.	Availability: FILO Loans may be borrowed, repaid and reborrowed after the Closing Date and prior to the date on which the FILO Commitments are reduced to zero in accordance with the terms of the ABL Credit Documentation.
Uncommitted Revolving Commitment Increase:	The Borrower will have the right to solicit existing ABL Lenders and additional ABL Lenders to provide incremental commitments consisting of one or more increases to the Revolving Commitments (having identical terms to the then existing Revolving Commitments) in an aggregate principal amount not to exceed $75 million. No existing Lender shall have any obligation to provide any such increased Revolving Commitments.
Guaranties:	Holdings and each direct and indirect wholly owned U.S. subsidiary of the Borrower and, solely with respect to Solvest, each wholly owned direct and indirect Bermuda subsidiary of the Borrower (each, a “Guarantor” and, collectively, the “Guarantors” and together with Holdings, the “Credit Parties”) shall be required to provide an unconditional guaranty (collectively, the “Guaranties”) of all amounts owing under the ABL Facility and the obligations of the Borrower and its subsidiaries under interest rate, comodity and/or foreign currency swaps or similar agreements with a Lender or its affiliates or the ABL Administrative Agent or its affiliates (the “Secured Hedging Agreements”) and cash management obligations with a Lender or its affiliates or the ABL Administrative Agent or its affiliates (the “Secured Cash Management Obligations”). Such Guaranties shall be in form and substance satisfactory to the ABL Administrative Agent and shall be guarantees of payment and not of collection. The Borrower and its U.S. subsidiaries that are Guarantors (as defined below) are herein referred to as the “U.S. Credit Parties”. For the avoidance of doubt, Solvest and the Bermuda subsidiaries will not guarantee the obligations of the U.S. Credit Parties under the ABL Facility, Secured Hedging Agreements or Secured Cash Management Obligations.
Security:	All amounts owing under the ABL Facility and the Secured Hedging Agreements and Secured Cash Management Obligations (and all obligations under the Guaranties) will be initially secured by (A) a perfected first priority lien on, and pledge of, the ABL Priority Collateral (as defined in Exhibit B) and (B) a perfected second priority lien on and pledge of, the Term Priority Collateral (as defined in Exhibit B) (collectively, the “Collateral”). Additionally, all extensions of credit to Solvest under the ABL Facility and all Secured Cash Management Obligations and Secured Hedging Agreements of the Borrower’s non-U.S. subsidiaries will be secured by perfected first priority liens on, and pledges of, the assets of Solvest and the Guarantors formed under the

C-5

	laws of Bermuda that secure Solvest’s borrowings under the Existing Credit Agreement pursuant to Bermuda law charges and other filings in Bermuda consistent with the Existing Credit Agreement. The “waterfall” provisions of the ABL Facility shall provide that (i) all obligations in respect of Revolving Loans, Swingline Loans and Letters of Credit shall be paid from the proceeds of Collateral securing such obligations before any obligations in respect of the FILO Loans are paid from such proceeds and (ii) all obligations under the ABL Facility shall be repaid from the Collateral prior to any amounts owing under Secured Hedging Agreements and Secured Cash Management Obligations being paid. The rights and obligations of the Lenders under the Term Facility and the ABL Lenders in respect of the Collateral shall be set forth in a customary intercreditor agreement consistent with the Documentation Principles. For the avoidance of doubt, assets of Solvest and the Bermuda subsidiaries will not secure the obligations of the U.S. Credit Parties under the ABL Facility, Secured Hedging Agreements or Secured Cash Management Obligations.
	Notwithstanding the foregoing, the requirements of the preceding paragraphs of this “Security” section shall be, as of the Closing Date, subject to the Limited Conditionality Provisions.
Documentation:	The definitive documentation for the ABL Facility will be based on the Borrower’s most recent ABL revolving credit agreement with DBNY, as agent, with modifications to reflect changes in the size and nature of the Borrower’s business and current market practices, and will contain the terms set forth in this Exhibit C and will be mutually agreeable to the Borrower and Lead Arrangers and otherwise be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date (such precedent and requirements, the “Documentation Principles”). Notwithstanding the foregoing, the only conditions to the availability of the ABL Facility on the Closing Date shall be the applicable conditions set forth in or referred to in Section 5 of the Commitment Letter.
Optional Commitment Reductions:	The unutilized portion of the total Revolving Commitments or FILO Commitments may, upon three business days’ notice, be reduced or terminated by the Borrower without penalty in minimum amounts to be mutually agreed.
Voluntary Prepayments:	Voluntary prepayments may be made at any time on three business days’ notice in the case of LIBOR Loans, or one business days’ notice in the case of Base Rate Loans (or same day notice in the case of Swingline Loans), without premium or penalty, in minimum principal amounts to be mutually agreed; provided that (i) no voluntary prepayment of FILO Loans may be made at any time that Revolving Loans or Swingline Loans are outstanding and (ii) voluntary prepayments of LIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.

C-6

Mandatory Repayments And Cash Dominion:	On each date on which the FILO Commitments are reduced, (i) first, to the extent permitted by the Line Cap, FILO Loans will convert to Revolving Loans and (ii) second, to the extent of any excess, the Borrower and/or Solvest will repay any remaining excess of the FILO Loan over the FILO Commitments, in each case, to the extent necessary so that the aggregate principal amount of the FILO Commitments is not less than the aggregate principal amount of FILO Loans then outstanding. Additionally, if for any other reason at any time the aggregate principal amount of (i) FILO Loans exceeds the aggregate principal amount of FILO Commitments or (ii) Revolving Loans, Swingline Loans and Letters of Credit exceeds the Line Cap, the Borrower or Solvest will immediately prepay FILO Loans (in the case of clause (i)) or prepay Revolving Loans or Swingline Loans and/or cash collateralize Letters of Credit (in the case of clause (ii)) to the extent necessary to eliminate such excess.
	The U.S. Credit Parties shall provide account control agreements in favor of the ABL Administrative Agent over deposit accounts where the proceeds of sales of inventory of the U.S. Credit Parties are deposited and over certain other deposit accounts of the U.S. Credit Parties within 90 days after the Closing Date (or such later date as the ABL Administrative Agent shall reasonably agree). During a Cash Dominion Period, all amounts in controlled accounts will be swept on a daily basis into a collection account (or accounts) maintained with the ABL Administrative Agent and used to repay Revolving Loans and Swingline Loans.
	“Cash Dominion Period” means (a) the period from the date that Excess Availability (as defined below) shall have been less than the greater of (x) 10% of the Line Cap and (y) $15 million for at least 3 consecutive business days to the date Excess Availability shall have been at least the greater of (x) 10% of the Line Cap and (y) $15 million for 30 consecutive calendar days (a “Liquidity Condition”) or (b) upon the occurrence of an Event of Default, the period that such Event of Default shall be continuing.
	“Excess Availability” shall mean, at any time, the excess of (a) the Line Cap at such time over (b) the sum of (i) the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding and (ii) all amounts outstanding under Letters of Credit (including issued and undrawn letters of credit) at such time.
Interest Rates:	At the Borrower’s option, Loans (other than (i) Swingline Loans which shall at all times be Base Rate Loans and (ii) foreign currency denominated Loans, which shall at all times be LIBOR Loans) may be maintained from time to time as (x) Base Rate Loans, which shall bear interest at the Base Rate in effect from time to time plus the Applicable Margin (as defined below) or (y) LIBOR Loans, which shall bear interest at LIBOR (adjusted for statutory reserve requirements) as determined by the ABL Administrative Agent for the respective interest period, plus the Applicable Margin.

C-7

	“Applicable Margin” shall mean a percentage per annum equal to (i) in the case of Revolving Loans (A) maintained as Base Rate Loans, initially 0.75%, and (B) maintained as LIBOR Loans, initially, 1.75%; (ii) in the case of FILO Loans (A) maintained as Base Rate Loans, initially, 2.00%, and (B) maintained as LIBOR Loans, initially, 3.00%; (iii) in the case of Swingline Loans, initially, 0.75%; provided that, from and after the end of the first full fiscal quarter ending after the Closing Date, each of the foregoing Applicable Margins shall be subject to (x) one 25 basis point step up if average daily Excess Availability for the previous fiscal quarter was less than 1/3 of the average daily Revolving Commitments during such fiscal quarter and (y) one 25 basis point step down if average daily Excess Availability for the previous fiscal quarter was greater than 2/3 of the average daily Revolving Commitments during such fiscal quarter.
	“Base Rate” shall mean the highest of (x) the rate that the ABL Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1% in excess of the overnight federal funds rate and (z) LIBOR for an interest period of one month plus 1.00%.
	Interest periods of 1, 2, 3 and 6 months shall be available in the case of LIBOR Loans.
	Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of LIBOR Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Loans and at maturity. All interest on Base Rate Loans, LIBOR Loans and commitment fees and any other fees shall be based on a 360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate, a 365/366-day year and actual days elapsed).
Default Interest:	Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate then borne by the applicable borrowing (or, if any such amount does not relate to a borrowing under the ABL Facility, the rate which is 2% in excess of the rate applicable to Revolving Loans maintained as Base Rate Loans). Such interest shall be payable on demand.
Yield Protection:	The ABL Facility shall include customary provisions (i) protecting the ABL Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law (including Dodd-Frank Act or Basel III) and from the imposition of or changes in withholding or other taxes (subject in each case to limitations on time periods for claims and a right of the Borrower to replace any

C-8

	ABL Lender making such a claim), (ii) indemnifying the ABL Lenders for breakage costs (excluding interest margin) in connection with, among other things, prepayment of LIBOR Rate borrowing other than on the last day of an interest period and (iii) protecting the Borrower and Solvest with respect to Foreign Account Tax Compliance Act. Such provisions shall be consistent with the Documentation Principles.
Commitment Fee:	A commitment fee, at a per annum rate of 0.375%, on the daily undrawn portion of the commitments of each ABL Lender under the ABL Facility (for such purpose, disregarding outstanding Swingline Loans as a utilization of the Revolving Commitments), will commence accruing on the Closing Date and will be payable quarterly in arrears; provided that such commitment fee for the Revolving Commitments and FILO Commitments shall be subject to reduction to 0.25% after the first full fiscal quarter after the Closing Date when utilization of such commitments for the previous quarter exceeds 50% of the amount of such commitments.
Letter of Credit Fees:	Letter of Credit fees shall be payable for the account of the ABL Lenders with Revolving Commitments on the daily average undrawn face amount of each Letter of Credit at a rate per annum equal to the applicable margin for Revolving Loans that are LIBOR rate loans in effect at such time, which fees shall be paid quarterly in arrears. In addition, an issuing fee on the face amount of each Letter of Credit in an amount per annum equal to 0.125% is payable to the L/C Lender for its own account, which fee shall also be payable quarterly in arrears.
Agent/Lender Fees:	The ABL Administrative Agent, the Lead ABL Arrangers and the ABL Lenders shall receive such fees as have been separately agreed upon.
Conditions Precedent:	A.	To Initial Loans:
	Those conditions precedent set forth in Section 5 of the Commitment Letter and in clause B(iii) under “To All Loans and Letters of Credit” below.
	B.	To All Loans and Letters of Credit
		(i)	Except on the Closing Date (other than to the extent provided in Exhibit E), all representations and warranties shall be true and correct in all material respects (or, in all respects, if qualified by materiality) on and as of the date of each borrowing of a Loan and each issuance of a Letter of Credit (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects (or, in all respects, if qualified by materiality) as of the respective date or for the respective period, as the case may be), before and after giving effect to such borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date;

C-9

		(ii)	Except on the Closing Date, no default or event of default (to be defined) under the ABL Credit Documentation shall have occurred and be continuing, or would result from any borrowing of a Loan or issuance of a Letter of Credit; and
		(iii)	In the case of extensions of credit under the Revolving Commitments, Excess Availability after giving effect to such extension of credit would not be less than zero.
Representations and Warranties:	Subject to qualifications and limitations for materiality consistent with the Documentation Principles, the ABL Credit Documentation will contain the following representations and warranties (and applying to Holdings and its subsidiaries): organization; powers; subsidiaries; authorization; enforceability; governmental approvals; no conflicts; financial statements and financial condition; no material adverse effect; properties; litigation; taxes; solvency; environmental matters; labor relations; compliance with laws and agreements; disclosure; margin regulations; security interests; investment company status; and PATRIOT Act, FCPA and OFAC.
Covenants:	Subject to qualifications and exceptions consistent with the Documentation Principles, the ABL Credit Documentation will contain the following covenants (in each case applicable to Holdings and its subsidiaries, as appropriate):
Affirmative Covenants:	Financial statements and other information; collateral reporting (including Borrowing Base Certificates as set forth above); notices of material events; existence; conduct of business; payment of obligations; maintenance of properties; insurance; inspection rights; compliance with laws; compliance with agreements; use of proceeds and letters of credit; subsidiary guarantees; cash management; additional collateral and further assurances. The ABL Administrative Agent may conduct up to one (1) field examination and up to one (1) inventory appraisal (each at the expense of the Borrower) during any calendar year; provided that (X) if during such year Excess Availability has been less than 30% of the Revolving Commitments for 10 consecutive business days during such year, field examinations and inventory appraisals may each be conducted (at the expense of the Borrower) two (2) times during such calendar year or (Y) at any time during the continuation of an Event of Default, field examinations and inventory appraisals may be conducted (at the expense of the Borrower) as frequently as determined by the ABL Administrative Agent.
Negative Covenants:	(a)	limitations on indebtedness (with exceptions to be agreed, including (i) a basket for purchase money debt and capitalized leases in an amount to be agreed, (ii) letters of credit of foreign

C-10

		subsidiaries in an amount to be agreed, (iii) indebtedness of foreign subsidiaries incurred in connection with grower loan programs in an amount to be agreed, (iv) foreign subsidiary debt in an amount to be agreed and (v) a general basket to be agreed);
	(b)	limitation on liens (which will permit, among other things, a general liens basket to be agreed on non-ABL Priority Collateral);
	(c)	limitation on restricted payments, which shall permit, among other things restricted payments subject to the satisfaction of the Payment Conditions (to be defined in a customary manner);
	(d)	limitation on investments (which shall permit, among other things, investments subject to the satisfaction of the Payment Conditions);
	(e)	limitation on certain prepayments of other indebtedness (which shall permit, among other things, prepayments subject to the satisfaction of the Payment Conditions);
	(f)	limitations on transactions with affiliates;
	(g)	limitation on changes in fiscal year;
	(h)	limitation on restrictions on distributions from subsidiaries; and
	(i)	limitation on mergers and certain asset sales (which shall permit, among other things, a disposition basket in an annual amount not to exceed an amount to be agreed so long as with respect to any asset sale in excess of an amount to be agreed, Holdings or the applicable subsidiary receives at least 75% cash and cash equivalents as consideration for such sale and if such sale involves ABL Priority Collateral with a value in excess of an amount to be agreed, the Borrower delivers an updated Borrowing Base Certificate at the time of such sale).
Financial Covenants:	A minimum Fixed Charge Coverage Ratio of 1.0:1.0 which shall be tested as of the most recent fiscal quarter in the event that Excess Availability on any day is less than the greater of (x) 10% of the Line Cap and (y) $15 million and on each subsequent fiscal quarter until Excess Availability has been over such threshold for not less than 30 consecutive days.
Events of Default:	The ABL Credit Documentation will contain the following events of default (in each case applicable to Holdings and its subsidiaries (in certain cases limited to material subsidiaries), subject to materiality thresholds, baskets, exceptions and customary grace periods consistent with the Documentation Principles): nonpayment of principal, interest or fees; material inaccuracy of representations and warranties or Borrowing Base Certificates; violation of covenants (subject, in the case of certain

C-11

	affirmative covenants, to a grace period of 30 days after notice by the ABL Administrative Agent and, in the case of certain other affirmative covenants, to a shorter grace period); cross-default to other indebtedness in an amount in excess of $25 million; bankruptcy events; unsatisfied judgments in excess of $50 million; invalidity or repudiation of any guarantees or security document with respect to a material portion of the collateral; certain ERISA events; and change in control.
Assignments and Participations:	Each assignment (unless to another ABL Lender or its affiliates) shall be in a minimum amount of $1 million (or, in the case of an assignment of Revolving Commitments, $5 million) (unless the Borrower and the ABL Administrative Agent otherwise consent or unless the assigning Lender’s exposure is thereby reduced to $0). Assignments (which may be non-pro rata among Revolving Commitments and FILO Commitments) of the Loans or commitments shall require the Borrower’s and the ABL Administrative Agent’s, Swingline Lender’s and Letter of Credit issuer’s consent (such consents not to be unreasonably withheld or delayed), except that no consent by the Borrower will be required if a payment or bankruptcy event of default has occurred and is continuing; provided that Borrower will be deemed to have consented to an assignment if it does not respond to a request for assignment within 10 business days. Participations shall be permitted without restriction. Voting rights and benefits of participants are subject to customary limitations.
Waivers and Amendments:	Amendments and waivers of the provisions of the ABL Credit Documentation will require the approval of ABL Lenders holding commitments and/or outstandings (as appropriate) representing more than 50% of the aggregate commitments and outstandings under the ABL Facility (the “Required Lenders”), except that (a) the consent of each ABL Lender directly affected thereby will be required with respect to (i) increases in commitment amounts of such ABL Lender, (ii) reductions of principal, interest or fees owing to such ABL Lender, (iii) extensions of scheduled payments of any Loans (including at final maturity) of such ABL Lender or times for payment of interest or fees owing to such ABL Lender, (iv) modifications to the pro rata sharing and payment provisions, assignment provisions or the voting percentages, (v) increases in advance rates and (vi) subordination of the ABL Facility or the lien securing the ABL Facility on ABL Priority Collateral, (b) the consent of all of the ABL Lenders shall be required with respect to releases of all or substantially all of the collateral or the value of the Guaranties provided by the Guarantors taken as a whole, (c) amendments to eligibility criteria and advance rates will require the consent of ABL Lenders holdings commitments and outstandings representing more than 66 2/3% of the aggregate commitments and outstandings under the ABL Facility and (d) class voting rights for ABL Lenders under each affected tranche of the ABL Facility shall be required for certain types of amendments and waivers; provided that if any of the matters described in clause (a) or (b) above is agreed to by the Required Lenders, the Borrower shall have the right to either (x) substitute any non-consenting ABL Lender by having its Loans and commitments assigned, at par, to

C-12

	one or more other institutions, subject to the assignment provisions described above, or (y) with the express written consent of the Required Lenders, terminate the commitment of, and repay the obligations owing to, any non-consenting ABL Lender, subject to repayment in full of all obligations of the Borrower owed to such ABL Lender relating to the Loans and participations held by such ABL Lender.
Indemnification; Expenses:	All reasonable and documented out-of-pocket expenses of the Lead ABL Arrangers and the ABL Administrative Agent (and the ABL Lenders for enforcement costs) associated with the preparation, execution and delivery of any waiver or modification (whether or not effective) requested by Holdings of, and the enforcement (as against the Credit Parties) of, any Credit Document (including reasonable and documented fees, disbursements and other charges of a single counsel for the ABL Administrative Agent; provided that reasonable fees, disbursements and other charges of additional counsel shall be reimbursed in the event of a need for local counsel and expenses in connection with field examinations and appraisals) are to be paid by the Credit Parties.
	The Credit Parties shall indemnify each of the Lead ABL Arrangers, the ABL Administrative Agent and the other ABL Lenders and hold them harmless from and against all liabilities and related reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees, disbursements and other charges of a single counsel (provided that additional counsel may be retained in the event of conflict or a need for local counsel) arising out of or relating to any litigation or other proceeding) regardless of whether the Lead ABL Arrangers, the ABL Administrative Agent or any such other ABL Lender is a party thereto that relate to the Facilities, the ABL Credit Documentation or any transactions related thereto, except to the extent (i) resulting from the gross negligence or willful misconduct of such person or its officers, directors, employees, affiliates, agents or controlling persons, in each case, which are rendering services on behalf of such indemnified person under the ABL Credit Documentation, (ii) to the extent resulting from a material breach of the obligations of any indemnified person or such indemnified person’s principals, directors, officers, employees, representatives or agents, in each case, which are rendering services on behalf of such indemnified person under the ABL Credit Documentation (in each case of the preceding clauses (i) or (ii), as determined by a court of competent jurisdiction in a final and non-appealable judgment), or (iii) to the extent resulting from any dispute solely among the Indemnified Persons (other than any dispute involving the ABL Administrative Agent, any Lead ABL Arranger or any other agent or person acting in any similar capacity, in each case, in its capacity as such) and not involving any act or omission the Borrower or any of its affiliates.
Governing Law and Forum; Submission to Exclusive Jurisdiction:	All ABL Credit Documentation shall be governed by the internal laws of the State of New York (except security documentation that the ABL Administrative Agent determines should be governed by local or foreign

C-13

	law). The Borrower, Solvest and the Guarantors will submit to the exclusive jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof (except to the extent the ABL Administrative Agent requires submission to any other jurisdiction in connection with the exercise of any rights under any security document or the enforcement of any judgment).
Waiver of Jury Trial:	All parties to the ABL Credit Documentation will waive the right to trial by jury.
Counsel to Administrative Agent and Lead ABL Arrangers:	Cahill Gordon & Reindel LLP.

C-14

EXHIBIT D

Project Fresh

$325 million Senior Bridge Facility

Summary of Principal Terms and Conditions²

Borrower:	Initially, Merger Sub or a wholly owned subsidiary of Holdings that will be merged into the Company and, immediately following the Acquisition, the Company (the “Borrower”).
Agent:	DBCI, acting through one or more of its branches or affiliates, will act as sole administrative agent (in such capacity, the “Administrative Agent”) and DBSI will act as syndication agent (the “Syndication Agent”) for a syndicate of banks, financial institutions and other lenders (together with DBCI, the “Bridge Lenders”), and will perform the duties customarily associated with such roles.
Joint Lead Arrangers and Book-Running Managers:	DBSI, Merrill Lynch and Scotia will act as joint lead arrangers and joint book-running managers for the Senior Bridge Facility (the “Lead Bridge Arrangers”), and will perform the duties customarily associated with such roles.
Senior Bridge Facility:	Senior bridge loans in an aggregate principal amount of up to $325 million (the “Senior Bridge Loans”).
Purpose:	The proceeds of the Senior Bridge Loans will be used by the Borrower, together with the proceeds of the Cash Common Equity Financing, the Term Facility then borrowed, any Senior Notes then issued on the Closing Date, and cash on hand of the Acquired Business to finance the Acquisition and the Refinancing and to pay related Transaction Costs.
Availability:	The full amount of the Senior Bridge Facility may be drawn only on the Closing Date. Amounts borrowed under the Senior Bridge Facility that are repaid or prepaid may not be reborrowed.
Guarantees:	Each existing and subsequently acquired or organized domestic guarantor of any of the Senior Secured Credit Facilities will guarantee (the “Guarantees”) the Senior Bridge Loans on a senior basis.
Interest Rates:	The Senior Bridge Loans shall bear interest, reset monthly, at the rate of three-month LIBOR (subject to a LIBOR “floor” of 1.00%) plus 7.25% per annum (the “Interest Rate”) and such spread over LIBOR shall automatically increase by 0.50% on each three month anniversary of the

²  All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including Exhibit B thereto (the “Senior Secured Credit Facilities Term Sheet”).

D-1

	Closing Date that Senior Bridge Loans are outstanding; provided, however, that the interest rate determined in accordance with the foregoing shall not exceed the Total Bridge Loan Cap (as defined in the Fee Letter) at any time. At any time on or after the date the Borrower converts the Senior Bridge Loans to Senior Extended Term Loans (the “Conversion Date”), the Senior Extended Term Loans shall bear interest at a fixed rate per annum equal to the Total Bridge Loan Cap.
Interest Payments:	Interest on the Senior Bridge Loans will be payable in cash, quarterly in arrears.
Default Rate:	Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate then borne by the Senior Bridge Loans. Such interest shall be payable on demand.
Conversion and Maturity:	Any outstanding amount under the Senior Bridge Loans will be required to be repaid in full on the earlier of (a) one year following the initial funding date of the Senior Bridge Loans (the “Bridge Loan Maturity Date”) and (b) the closing date of any permanent financing; provided, however, that if the Borrower has failed to raise permanent financing before the date set forth in (a) above, the Senior Bridge Loans shall be converted, subject to the conditions outlined in “Conditions to Conversion” on Exhibit C-1 to a senior term loan facility (the “Senior Extended Term Loans”) with a maturity of seven years after the Conversion Date. At any time or from time to time on or after the Conversion Date, at the option of the Bridge Lenders, the Senior Extended Term Loans may be exchanged in whole or in part for senior exchange notes (the “Senior Exchange Notes”) having an equal principal amount and having the terms set forth in Annex C-2 hereto; provided that the Borrower may defer the first issuance of Senior Exchange Notes until such time as the Borrower shall have received requests to issue an aggregate of at least $100 million in principal amount of Senior Exchange Notes, and subsequent Senior Exchange Note issuances shall be subject to customary frequency limitations.
Mandatory Prepayments:	Subject to customary exceptions to be agreed, the Borrower will prepay the Senior Bridge Loans, without premium or penalty, together with accrued interest to the prepayment date, with any of the following: (i) the net proceeds from the issuance of certain debt to be agreed or of equity securities of Holdings or its subsidiaries; provided that in the event any Initial Bridge Lender or affiliate of an Initial Bridge Lender purchases debt securities from the Borrower pursuant to a “securities demand” under the Fee Letter at an issue price above the level at which such Initial Bridge Lender or affiliate has determined such debt securities can be resold by such Initial Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Borrower thereof), the net proceeds received by the Borrower in respect of such debt securities may, at the option of such Initial Bridge Lender or affiliate, be applied first to repay the Senior Bridge Loans of such Initial Bridge Lender or affiliate (provided that if there is more than one such Initial Bridge Lender or affiliate then such net proceeds will be applied

D-2

	pro rata to repay the Senior Bridge Loans of all such Initial Bridge Lenders or affiliates in proportion to such Initial Bridge Lenders’ or affiliates’ principal amount of debt securities purchased from the Borrower) prior to being applied to prepay the Senior Bridge Loans held by other Initial Bridge Lenders; and (ii) subject to customary exceptions to be agreed and to repayment requirements under the Senior Secured Credit Facilities, the net proceeds from asset sales by the Borrower or any of the Borrower’s subsidiaries.
Voluntary Prepayments:	The Senior Bridge Loans may be prepaid prior to the Bridge Loan Maturity Date, without premium or penalty, in whole or in part, upon written notice, at the option of the Borrower, at any time, together with accrued interest to the prepayment date.
Change of Control:	In the event of a Change of Control, each Bridge Lender will have the right to require the Borrower, and the Borrower must offer, to prepay the outstanding principal amount of the Senior Bridge Loans at a price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of prepayment.
Assignments and Participations:	The Bridge Lenders shall have the right to assign their interest in the Senior Bridge Loans in whole or in part in compliance with applicable law to any third parties only with the prior written consent of the Lead Bridge Arranger; provided, however, that prior to the date that is one year after the Closing Date and so long as a Demand Failure (as defined in the Fee Letter) has not occurred and no payment or bankruptcy event of default shall have occurred and be continuing, the consent of the Borrower shall be required with respect to any assignment (such consent not to be unreasonably withheld or delayed) if, subsequent thereto, the Bridge Lenders that are affiliated with the Bridge Lead Arrangers (together with their affiliates) would hold, in the aggregate, less than 50.1% of the outstanding Bridge Loans. In addition, each Bridge Lender may sell participations in all or a portion of its loans and commitments under the Bridge Facility; provided that purchases participations shall be subject to customary limitations.
Conditions Precedent to Borrowing:	Those conditions precedent set forth in or referred to in Section 5 of the Commitment Letter.
Representations and Warranties:	The definitive documentation relating to the Senior Bridge Loans (the “Senior Bridge Loan Documents”) will contain representations and warranties relating to the Borrower and its subsidiaries substantially similar to those contained in the Senior Secured Credit Facilities.
Covenants:	The Senior Bridge Loan Documents will contain customary affirmative and negative covenants (with customary carve-outs and exceptions), including, without limitation, restrictions on the ability of the Borrower and its subsidiaries to incur additional indebtedness, pay certain

D-3

	dividends and make certain other restricted payments and investments, impose restrictions on the ability of the Borrower’s subsidiaries to pay dividends or make certain payments to the Borrower, create liens, enter into transactions with affiliates, and merge, consolidate or transfer substantially all of their respective assets and a requirement to use commercially reasonable efforts to refinance the Senior Bridge Loans. Further, during the term of the Senior Bridge Loans, the covenants will be more restrictive than the covenants applicable to the Senior Extended Term Loans in a manner customary for such financings.
Events of Default:	Customary for transactions of this type, including, without limitation, payment defaults, covenant defaults, bankruptcy and insolvency, judgments, cross acceleration of and failure to pay at final maturity other indebtedness aggregating an amount to be agreed upon, subject to, in certain cases, notice and grace provisions.
Voting:	Amendments and waivers of the Senior Bridge Loan Documents will require the approval of Bridge Lenders holding at least a majority of the outstanding Senior Bridge Loans and Senior Exchange Notes and/or Senior Extended Term Loans, except that the consent of each directly affected Bridge Lender and/or holder of a Senior Exchange Note will be required for, among other things, (i) reductions of principal and interest rates and fees, (ii) extensions of the Bridge Loan Maturity Date, (iii) additional restrictions on the right to exchange Senior Extended Term Loans for Senior Exchange Notes or any amendment of the rate of such exchange or (iv) any amendment to the Senior Exchange Notes that requires (or would, if any Senior Exchange Notes were outstanding, require) the approval of all holders of Senior Exchange Notes.
Cost and Yield Protection:	To conform to the Senior Secured Credit Facilities.
Expenses and Indemnification:	To conform to the Senior Secured Credit Facilities.
Governing Law and Forum; Submission to Exclusive Jurisdiction:	To conform to the Senior Secured Credit Facilities (subject to modification for the absence of security).
Counsel to the Administrative Agent and the Lead Bridge Arranger:	Cahill Gordon Reindel LLP.

D-4

ANNEX D-I

Senior Extended Term Loans

Borrower:	Same as Senior Bridge Loans.
Guaranties:	Same as Senior Bridge Loans.
Collateral:	Same as Senior Bridge Loans.
Facility:	Subject to “Conditions to Conversion” below, the Senior Bridge Loans will convert into senior extended loans (the “Senior Extended Term Loans”) in an initial principal amount equal to 100% of the outstanding principal amount of the Senior Bridge Loans on the one year anniversary of the Closing Date (the “Conversion Date”). Subject to the conditions precedent set forth below, the Senior Extended Term Loans will be available to the Borrower to refinance the Senior Bridge Loans on the Conversion Date. The Senior Extended Term Loans will be governed by the Senior Bridge Loan Documents and, except as set forth below, shall have the same terms as the Senior Bridge Loans.
Maturity:	Seven years from the Conversion Date (the “Final Maturity Date”).
Interest Rate:	Senior Extended Term Loans shall bear interest at a fixed rate per annum equal to the Total Bridge Loan Cap. Interest shall be payable in arrears semi-annually commencing on date that is six months following the Bridge Loan Maturity Date and on the maturity date of the Senior Extended Term Loans, computed on the basis of a 360 day year.
Optional Repayments:	The Senior Extended Term Loans may be prepaid, in whole or in part, in minimum denominations to be agreed, at par plus accrued and unpaid interest upon not less than one business day’s prior written notice, at the option of the Borrower at any time.
Change of Control:	In the event of a Change of Control, each Senior Extended Senior Term Loan lender will have the right to require the Borrower, and the Borrower must offer, to prepay the outstanding principal amount of the Senior Extended Term Loan at a price of 100% of the principal amount thereof plus accrued and unpaid interest to the prepayment date.
	Prior to the third anniversary of the Conversion Date, the Borrower may repay such Senior Extended Term Loans at a make-whole price based on U.S. Treasury notes with a maturity closest to the third anniversary of the Conversion Date plus 50 basis points.
	Prior to the third anniversary of the Conversion Date, the Borrower may redeem up to 35% of such Senior Extended Term Loans with proceeds from certain equity offerings (to be defined) at a price equal to par plus the interest rate on such Senior Extended Term Loans.

D-I-1

Covenants, Events of Default and Prepayments:

From and after the Conversion Date, the covenants, events of default and prepayment provisions applicable to the Senior Extended Term Loans will conform to those applicable to the Senior Exchange Notes.

Conditions to Conversion:

The Senior Bridge Loans shall be converted to Senior Extended Term Loans on the Conversion Date unless: (A) the Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding, or (B) there exists a payment default (whether or not matured) with respect to the Senior Bridge Loans or any fees payable thereunder; provided, however, that if an event described in clause (B) is continuing at the scheduled Conversion Date but the applicable grace period, if any, set forth in the events of default provision of the Senior Bridge Loans has not expired, the Conversion Date shall be deferred until the earlier to occur of (i) the cure of such event or (ii) the expiration of any applicable grace period.

D-I-2

ANNEX D-II

Senior Exchange Notes

Issuer:	Same as Senior Extended Term Loans.
Guarantees:	Same as Senior Extended Term Loans.
Collateral:	Same as Senior Extended Term Loans.
Maturity:	Seven years from the Conversion Date.
Interest Rate; Redemption:	Each Senior Exchange Note shall bear interest at a fixed rate per annum equal to the Total Bridge Loan Cap. Interest shall be payable in arrears semi-annually commencing on date that is six months following the Bridge Loan Maturity Date and on the maturity date of the Senior Exchange Notes, computed on the basis of a 360 day year.
Optional Prepayment:	Subject to the following paragraph, the Senior Exchange Note may be prepaid, in whole or in part, in minimum denominations to be agreed, at par plus accrued and unpaid interest upon not less than one business day’s prior written notice, at the option of the Borrower at any time.
	If any Senior Exchange Notes have been sold to a bona fide investor that is neither an Agent (nor a participant thereof) nor any of its affiliates (other than asset management affiliates), then, except as set forth below, such Senior Exchange Notes will be non-callable until the third anniversary of the Closing Date. Thereafter, such Senior Exchange Notes may be called at par plus accrued interest plus a premium equal to three-quarters of the interest rate on such Senior Exchange Notes, which premium shall decline ratably on each subsequent anniversary of the Conversion Date to zero on the date that is two years prior to the maturity of the Senior Exchange Notes.
	Prior to the third anniversary of the Closing Date, the Borrower may redeem such Senior Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points.
	Prior to the third anniversary of the Closing Date, the Borrower may redeem up to 35% of such Senior Exchange Notes with proceeds from certain equity offerings (to be defined) at a price equal to par plus the interest rate on such Senior Exchange Notes.
Offer to Repurchase Upon a Change of Control:	Customary for publicly traded high yield debt securities.
Defeasance and Discharge Provisions:	Customary for publicly traded high yield debt securities.
Modification:	Customary for publicly traded high yield debt securities.

D-II-1

Covenants:	The indenture governing the Senior Exchange Notes will include provisions customary for an indenture governing publicly traded high yield debt securities other than SEC filing requirements.
Registration Rights:	None; 144A for life.
Events of Default:	Customary for publicly traded high yield debt securities.

D-II-2

EXHIBIT E

Project Fresh

$675,000,000 Term Facility

$150,000,000 ABL Facility

$325,000,000 Senior Bridge Facility

Summary of Additional Conditions Precedent

Capitalized terms used in this Exhibit E but not defined herein shall have the meanings set forth in the other Exhibits attached to the commitment letter to which this Exhibit E is attached (the “Commitment Letter”). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit E shall be determined by reference to the context in which it is used.

The initial borrowing under the Facilities shall be subject to the following additional conditions precedent:

1. Concurrently with the initial funding under the Facilities and (if applicable) the issuance of the Senior Notes, the Acquisition shall have been consummated in accordance with the terms and conditions of the Acquisition Agreement, and the Acquisition Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither Holdings nor any affiliate thereof shall have consented to any action which would require the consent of Holdings or such affiliate under the Acquisition Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in any such case without the prior written consent of the Arranger (it being understood and agreed that (i) any reduction in purchase price in excess of 10% or any increase in purchase price shall be deemed to be materially adverse to the Lenders, (ii) any decrease in the purchase price of 10% or less shall not be deemed to be materially adverse to the Lenders but shall be applied to a pro rata reduction of the Term Facility and the Senior Bridge Facility and (iii) any alteration, supplement, amendment, modification, waiver or consent with respect to the so-called “Xerox” provisions of the Acquisition Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and third party beneficiary status for the benefit of the Agents, the Lenders and their respective affiliates shall be deemed to be adverse to the interests of the Lenders in a material respect).

2. The Refinancing shall have been consummated and, unless the Existing Credit Agreement is amended and restated as contemplated by Exhibit A, all commitments, security interests and guaranties in connection therewith shall have been terminated and released, all to the reasonable satisfaction of the Agents. After giving effect to the consummation of the Transaction, Holdings and its subsidiaries shall have no third party indebtedness for borrowed money other than (i) the Senior Notes and/or the Senior Bridge Facility, (ii) the Senior Secured Credit Facilities and (iii) other indebtedness consisting of grower lowers, capitalized leases and other indebtedness incurred in the ordinary course of business in an aggregate principal amount pursuant to this clause (iii) not to exceed $30 million. On a pro forma basis, immediately after giving effect to the Transaction, the Borrower and its subsidiaries shall have unrestricted cash and cash equivalents of not less than $60 million.

3. Holdings shall have received cash from the Common Equity Financing equal to the amounts and in the forms specified for in Exhibit A to the Commitment Letter and Holdings shall have contributed all proceeds of the Cash Common Equity Financing to Merger Sub as a common equity contribution.

E-1

4. Each Credit Party and the applicable Lenders shall have executed and delivered, with respect to the Term Facility, the Term Facility Documentation, with respect to the ABL Facility, the ABL Credit Documentation and, with respect to the Senior Bridge Facility, the Senior Bridge Loan Documentation, in each case, to which they are parties. The Guaranties and Security Agreements required by the Term Facility Term Sheet, the ABL Facility Term Sheet and the Bridge Facility Term Sheet shall have been executed and delivered, and, subject to the Limited Conditionality Provisions, the Lenders under the ABL Facility and the Term Facility shall have a first priority perfected security interest in all assets of the Borrower and the Guarantors as, and to the extent, required by the Term Facility Term Sheet and the ABL Facility Term Sheet and (iv) the Acquisition Agreement Representations shall be accurate in all material respects and the Specified Representations shall be accurate in all material respects.

5. The Lenders shall have received (1) customary legal opinions from counsel (including, without limitation, New York counsel) in form, scope and substance reasonably acceptable to the Agents, (2) a solvency certificate, in substantially the form attached hereto as Annex I, from the chief financial officer of Holdings and (3) customary evidence of authority, customary officer’s certificates, customary borrowing requests, customary Uniform Commercial Code lien searches with respect to the Borrower and the Guarantors and evidence of good standing (to the extent applicable) in the respective jurisdictions of organization of the Borrower and the Guarantors.

6. The Agents shall have received (1) audited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for the three fiscal years of the Acquired Business ended at least 60 days prior to the Closing Date, (2) unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Business for each fiscal quarter (other than the quarter ending December 28, 2013) of the Acquired Business ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date and (3) pro forma selected consolidated financial statements of Holdings and its subsidiaries (including the Acquired Business) meeting the requirements of Regulation S-X for registration statements (as if such a registration statement for a debt issuance of the Borrower, guaranteed by Holdings, became effective on the Closing Date) on Form S-1 and a pro forma consolidated statement of income of the Borrower for the four fiscal quarter period ending on the last day of the most recently completed four fiscal quarter period ended at least 45 days before the Closing Date (or 90 days prior to the Closing Date in case such four quarter fiscal period is the end of the Acquired Business’ fiscal year), prepared after giving effect to the Transaction as if the Transaction had occurred at the beginning of such period.

7. With respect to each of the Senior Secured Credit Facilities, the Lead Arrangers shall have had a period of not less than 15 consecutive business days after completion of a customary confidential information memorandum with respect to the Senior Secured Credit Facilities to market and syndicate the Senior Secured Credit Facilities (provided that (i) such period shall commence after September 2, 2013, (ii) November 29, 2013 shall be excluded as a business day for such purposes and (iii) such period shall either end on or prior to December 20, 2013 or commence after January 6, 2014). With respect to the Senior Bridge Facility, you shall have engaged one or more investment banks satisfactory to the Lead Arrangers (collectively, the “Investment Bank”) to sell or place the Senior Notes and shall ensure that (a) the Investment Bank and the Lead Arrangers each shall have received, not later than 15 business days prior to the Closing Date (provided that (i) such period shall commence after September 2, 2013, (ii) November 29, 2013 shall be excluded as a business day for such purposes and (iii) such period shall either end on or prior to December 20, 2013 or commence after January 6, 2014) a draft preliminary prospectus or preliminary offering memorandum or preliminary private placement

E-2

memorandum (collectively, the “Offering Documents”) suitable for use in a customary “high-yield road show” relating to the Senior Notes, in each case, which contain all financial statements and other data to be included therein (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants as provided in Statement on Auditing Standards No. 100) and all pro forma financial statements, business and other financial data of the type and form that are customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act (subject to customary exceptions including information regarding executive compensation and information required by Regulation S-X Rule 3-10 and Regulation S-X Rule 3-16) or that would be necessary for the Investment Bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Senior Notes (and you shall have made commercially reasonable efforts to arrange the delivery of such comfort or, if no Senior Notes were issued, a draft thereof) and (b) the Investment Bank shall have been afforded a period of at least 15 consecutive business days following receipt of an Offering Document including the information described in clause (a) above to seek to place the Senior Notes with qualified purchasers thereof (provided that (i) such period shall commence after September 2, 2013, (ii) November 29, 2013 shall be excluded as a business day for such purposes and (iii) such period shall either end on or prior to December 20, 2013 or commence after January 6, 2014).

8. As a condition to the availability of the ABL Facility, the Borrower shall have delivered a Borrowing Base Certificate signed by a responsible financial officer of the Borrower calculating the Borrowing Base as of the last day of the most recent fiscal month of the Borrower ended at least 15 business days prior to the Closing Date.

9. All costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by the Commitment Letter and the Fee Letter, payable to each Agent and the Lenders or otherwise payable in respect of the Transaction shall have been paid to the extent due to the extent, in the case of expenses, invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by Holdings).

10. To the extent requested at least five business days prior to the Closing Date by the Agents, the Agents shall have received, at least two business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

E-3

Annex I

Project Fresh

Form of Solvency Certificate

                 , 20    

This Solvency Certificate (this “Certificate”) is delivered in connection with the [INSERT NAME OF FACILITY] dated as of                  , 20     (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among [INSERT NAMES OF PARTIES TO CREDIT AGREEMENT]. Capitalized terms used herein that are defined in the Credit Agreement are used herein as so defined

I am the duly qualified and acting Chief Financial Officer of Dole Food Company Inc. (the “Company”) and in such capacity, I believe as of the date hereof that:

Immediately after giving effect to the Transaction, the Company and its Subsidiaries, on a consolidated basis, are Solvent.

As used herein “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they become absolute and matured and (d) such Person is not engaged in any business, as conducted on such date and as proposed to be conducted following such date, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

[SIGNATURE PAGE FOLLOWS]

E-4

I represent the foregoing information is provided to the best of my knowledge and belief and execute this Certificate this      day of              20    .

Dole Food Company Inc
By:
Name:	[                    ]
Title:	[                    ]

E-5

EX-99.3

Exhibit 99.3

EQUITY COMMITMENT LETTER AND GUARANTEE

August 11, 2013

DFC Holdings, LLC.

c/o Castle & Cooke, Inc.

10900 Wilshire Boulevard

Los Angeles, California 90024

Re: Acquisition of Dole Food Company, Inc.

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among DFC Holdings, LLC (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), David H. Murdock (“Murdock” or “Investor”), and Dole Food Company, Inc. (the “Company”), pursuant to which, subject to the terms and conditions thereof, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement. This letter (this “Letter”) is being delivered to Parent in connection with the execution of the Merger Agreement.

1. Equity Commitment. This Letter confirms the commitment of the undersigned Investor, subject to the conditions set forth herein, to purchase from, or to cause one or more assignees permitted by paragraph 4 of this Letter (a “Permitted Assignee”) to directly or indirectly contribute to, Parent equity in an aggregate amount of $200,000,000 (such amount being referred to as the “Commitment”) to the extent necessary to fund when due, in accordance with the terms and conditions of the Merger Agreement, a portion of the Merger Consideration, cash amounts payable to the holders of Company Options, the refinancing of existing indebtedness of the Company and to pay related fees and expenses; provided, however, that neither Investor nor his Permitted Assignees shall, under any circumstances, be obligated to contribute to, purchase equity or debt of, or otherwise provide funds, to Parent in any amount in excess of the Commitment; and provided, further, that the amount to be funded under this Letter may be reduced if, and only if, pursuant to the terms of the Merger Agreement, Parent does not require at the Closing the full amount of the Commitment to effect the Merger, in which case the amount to be funded under this Letter will be reduced at Closing to the full amount so required.

2. Conditions. The obligation of Investor and his Permitted Assignees to fund the Commitment is subject to the (a) execution and delivery of the Merger Agreement by the Company, (b) satisfaction or waiver at the Closing of each of the conditions to Parent’s and Parent’s obligations to consummate the transactions contemplated by the Merger Agreement set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied by action to be taken at the Closing, but subject to the satisfaction or

waiver of such conditions), (c) substantially concurrent funding of the financing transactions contemplated under the Debt Commitment Letter (as may be amended or replaced in accordance with Section 6.7 of the Merger Agreement), and (d) contemporaneous consummation of the Closing.

3. Termination. This Letter, and Investor’s obligation to fund the Commitment, will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms and performance of all surviving obligations thereunder, and (b) the Closing, at which time the obligation will be fulfilled. Upon termination of this Letter, Investor shall not have any further obligations or liabilities under this Letter. Notwithstanding anything to the contrary in this Letter, paragraphs 3 and 8 to 11 shall survive indefinitely any termination of this Letter.

4. Assignment. Except as set forth in the next sentence, the rights and obligations under this Letter may not be assigned by any party hereto without the prior written consent of each of Parent, Investor and the Company, and any attempted assignment shall be null and void and of no force or effect, except as permitted in this paragraph 4. Investor may assign all or a portion of its obligations to fund the Commitment to one or more of its controlled company affiliates, entities and investment vehicles; provided that no such assignment shall relieve Investor of his obligation to fund the Commitment (or any portion thereof).

5. Amendment and Waiver. This Letter may not be amended, and no provision hereof may be waived or modified, except by an instrument in writing signed by Parent, Investor and the Company, except that this Letter may be amended by the sole action of Investor solely to reflect the addition of one or more Permitted Assignees of all or a portion of its obligations to fund the Commitment as and to the extent provided for in the last sentence in paragraph 4.

6. Parties in Interest; Third Party Beneficiaries. This Letter shall be binding on Investor solely for the benefit of Parent, and nothing set forth in this Letter shall be construed to confer upon or give to any person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this Letter; provided that the Company is an express third-party beneficiary hereof and shall have the enforcement rights provided in clause (b) of paragraph 7 and no others.

7. Enforceability. This Letter may only be enforced by (a) Parent, or (b) the Company directly seeking specific performance of the Investor’s obligation to fund the Commitment, in each case subject to the terms and conditions set forth herein and in the Merger Agreement.

8. Guarantee. Investor hereby absolutely, unconditionally and irrevocably guarantees to the Company the full and timely compliance with and performance of the obligations of Parent and Purchaser (or any subsidiary of Parent that is a permitted assignee of Purchaser pursuant to Section 9.2 of the Merger Agreement) under the Merger Agreement, including the due, punctual and complete payment of the Termination Fee in accordance with Section 9.11 of the Merger Agreement (the “Guaranteed Obligations”), to the extent that any of the same shall become due and payable or performance of or compliance with any of the same shall be required (the “Guaranty”). The Guaranty is an irrevocable, absolute, continuing

2

guaranty of payment, and not a guaranty of collection. Investor’s obligations under the Guaranty shall not be subject to any reduction, limitation, impairment or termination for any reason (other than by indefeasible payment or performance in full of the Guaranteed Obligations) and shall not be subject to any (a) defense, counterclaim, set-off or deduction Investor has with respect to Parent and Purchaser and shall remain in full force and effect without regard to, and shall not be released, impaired or discharged by, any circumstance or condition (whether or not Investor shall have any knowledge or notice thereof) whatsoever that might otherwise constitute a legal or equitable discharge or defense in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to Parent or Purchaser, or their respective properties or their creditors or any action taken by any trustee or receiver or by any court in any such proceeding or (b) other circumstance whatsoever that constitutes or might be construed to constitute an equitable or legal discharge of Investor as a guarantor hereunder relating to the actions or conditions of Parent and its Subsidiaries. Investor unconditionally waives: (i) all notices and demands which may be required by law or otherwise to preserve any rights against Investor under the Guaranty, including notice of the acceptance of this Agreement or the Guaranty; and (ii) presentment, demand, notice of dishonor, protest, notice of nonpayment and all other notices and demands.

9. Confidentiality. The existence of this Letter and its terms shall be treated as confidential and this Letter is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This Letter may not be disclosed, used, circulated, quoted or otherwise referred to in any document, except with the written consent of Investor. The foregoing notwithstanding, and without prejudice to paragraph 6 of this Letter, this Letter may be provided to the Company and its affiliate and representatives if the Company agrees to treat this Letter as confidential, except that the Company and Investor may disclose the existence of this Letter to the extent required by law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the transactions contemplated by the Merger Agreement.

10. Governing Law and Jurisdiction. This Letter shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if said court lacks jurisdiction over the matter, the Federal courts of the United States of America located in the State of Delaware, solely in respect of the interpretation and enforcement of the provisions of this Letter and of the documents referred to in this Letter, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Letter or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Letter or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined only in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.4 of the Merger Agreement or in such other manner as may be permitted by law shall be valid and sufficient service thereof.

3

11. Counterparts. This Letter may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Letter shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. For the convenience of the parties, any number of counterparts hereof may be executed, each such executed counterpart shall be deemed an original and all such counterparts together shall constitute one and the same instrument. Facsimile transmission (including, without limitation, the e-mail delivery of documents in Adobe PDF format) of any signed original counterpart and/or retransmission of any signed facsimile transmission shall be deemed the same as the delivery of an original.

[SIGNATURE PAGE FOLLOWS]

4

Very truly yours,

DAVID H. MURDOCK

/s/ David H. Murdock

Accepted and Acknowledged:
DFC HOLDINGS, LLC
By:	/s/ David H. Murdock
	Name:	David H. Murdock
	Title:	Manager

Accepted and Acknowledged (for purposes of paragraph 8):
DOLE FOOD COMPANY, INC.
By:	/s/ Charles M. Carter
	Name:	Charles M. Carter
	Title:	President & COO

EX-99.4

Exhibit 99.4

August 11, 2013

Board of Directors

Dole Food Company, Inc.

One Dole Drive

Westlake Village, CA 91362

c/o Corporate Secretary

Re: Acquisition of Dole Food Company, Inc.

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among DFC Holdings, LLC (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), David H. Murdock (“Investor”), and Dole Food Company, Inc. (the “Company”), pursuant to which, subject to the terms and conditions thereof, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement. This side letter (this “Side Letter”) is being delivered to the Company in connection with the execution of the Merger Agreement.

1. Agreement to Provide Additional Equity. In the event that the aggregate proceeds of the Debt Financing and the Equity Financing, together with the unrestricted cash of the Company at the Closing, are insufficient to fund when due, in accordance with the terms and conditions of the Merger Agreement, the payment of (i) the aggregate Merger Consideration, (ii) cash amounts payable to the holders of Company Options, (iii) all fees and expenses to refinance certain existing indebtedness of the Company, and (iv) any other amounts required to be paid in connection with the consummation of the transactions contemplated by the Merger Agreement, the Investor agrees to directly or indirectly contribute to Parent, within two Business Days of written notice by the Company, equity in an amount not to exceed $50,000,000.

2. Governing Law and Jurisdiction. This Side Letter shall be interpreted, governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. The parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if said court lacks jurisdiction over the matter, the Federal courts of the United States of America located in the State of Delaware.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

DAVID H. MURDOCK

/s/ David H. Murdock

Accepted and Acknowledged:
DOLE FOOD COMPANY, INC.
By:	/s/ Charles M. Carter
	Name:	Charles M. Carter
	Title:	President & COO