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Dole Food Co Inc – ‘S-4’ on 6/25/03 – EX-4.5

On:  Wednesday, 6/25/03, at 5:16pm ET   ·   Accession #:  892569-3-1565   ·   File #:  333-106493

Previous ‘S-4’:  ‘S-4’ on 5/24/02   ·   Next:  ‘S-4’ on 6/25/03   ·   Latest:  ‘S-4/A’ on 7/18/03

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/25/03  Dole Food Co Inc                  S-4                   88:4.3M                                   Bowne - Biv/FA

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.54M 
                          Business-Combination Transaction                       
 2: EX-1.1      Underwriting Agreement                                44    211K 
28: EX-3.1(AA)  Articles of Incorporation/Organization or By-Laws      9     44K 
29: EX-3.1(AB)  Articles of Incorporation/Organization or By-Laws      3     26K 
30: EX-3.1(AC)  Articles of Incorporation/Organization or By-Laws     10     43K 
31: EX-3.1(AD)  Articles of Incorporation/Organization or By-Laws      4     29K 
32: EX-3.1(AE)  Articles of Incorporation/Organization or By-Laws      3     30K 
33: EX-3.1(AF)  Articles of Incorporation/Organization or By-Laws      6     39K 
34: EX-3.1(AG)  Articles of Incorporation/Organization or By-Laws     11     39K 
35: EX-3.1(AH)  Articles of Incorporation/Organization or By-Laws      4     27K 
36: EX-3.1(AI)  Articles of Incorporation/Organization or By-Laws      4     31K 
37: EX-3.1(AJ)  Articles of Incorporation/Organization or By-Laws     21     69K 
38: EX-3.1(AK)  Articles of Incorporation/Organization or By-Laws      6     34K 
39: EX-3.1(AL)  Articles of Incorporation/Organization or By-Laws      5     40K 
40: EX-3.1(AM)  Articles of Incorporation/Organization or By-Laws      5     32K 
41: EX-3.1(AN)  Articles of Incorporation/Organization or By-Laws      4     31K 
42: EX-3.1(AO)  Articles of Incorporation/Organization or By-Laws      5     36K 
43: EX-3.1(AP)  Articles of Incorporation/Organization or By-Laws      3     31K 
44: EX-3.1(AQ)  Articles of Incorporation/Organization or By-Laws      4     29K 
45: EX-3.1(AR)  Articles of Incorporation/Organization or By-Laws      3     26K 
46: EX-3.1(AS)  Articles of Incorporation/Organization or By-Laws      3     31K 
47: EX-3.1(AT)  Articles of Incorporation/Organization or By-Laws      9     55K 
48: EX-3.1(AU)  Articles of Incorporation/Organization or By-Laws     12     52K 
49: EX-3.1(AV)  Articles of Incorporation/Organization or By-Laws     12     50K 
50: EX-3.1(AW)  Articles of Incorporation/Organization or By-Laws      7     47K 
51: EX-3.1(AX)  Articles of Incorporation/Organization or By-Laws     15     47K 
52: EX-3.1(AY)  Articles of Incorporation/Organization or By-Laws     14     58K 
53: EX-3.1(AZ)  Articles of Incorporation/Organization or By-Laws      8     40K 
 3: EX-3.1(B)   Articles of Incorporation/Organization or By-Laws      5     35K 
54: EX-3.1(BA)  Articles of Incorporation/Organization or By-Laws     11     47K 
55: EX-3.1(BB)  Articles of Incorporation/Organization or By-Laws     19     73K 
56: EX-3.1(BC)  Articles of Incorporation/Organization or By-Laws     21     62K 
57: EX-3.1(BD)  Articles of Incorporation/Organization or By-Laws     16     54K 
58: EX-3.1(BE)  Articles of Incorporation/Organization or By-Laws      9     49K 
59: EX-3.1(BF)  Articles of Incorporation/Organization or By-Laws     18     58K 
60: EX-3.1(BG)  Articles of Incorporation/Organization or By-Laws      5     31K 
61: EX-3.1(BH)  Articles of Incorporation/Organization or By-Laws      3     30K 
62: EX-3.1(BI)  Articles of Incorporation/Organization or By-Laws      5     32K 
63: EX-3.1(BJ)  Articles of Incorporation/Organization or By-Laws      9     41K 
64: EX-3.1(BK)  Articles of Incorporation/Organization or By-Laws      4     30K 
65: EX-3.1(BL)  Articles of Incorporation/Organization or By-Laws      3     30K 
66: EX-3.1(BM)  Articles of Incorporation/Organization or By-Laws      4     29K 
67: EX-3.1(BN)  Articles of Incorporation/Organization or By-Laws      3     30K 
68: EX-3.1(BO)  Articles of Incorporation/Organization or By-Laws      4     31K 
69: EX-3.1(BP)  Articles of Incorporation/Organization or By-Laws      5     38K 
70: EX-3.1(BQ)  Articles of Incorporation/Organization or By-Laws      3     29K 
71: EX-3.1(BR)  Articles of Incorporation/Organization or By-Laws      3     30K 
72: EX-3.1(BS)  Articles of Incorporation/Organization or By-Laws     15     47K 
 4: EX-3.1(C)   Articles of Incorporation/Organization or By-Laws      2     26K 
 5: EX-3.1(D)   Articles of Incorporation/Organization or By-Laws      2     26K 
 6: EX-3.1(E)   Articles of Incorporation/Organization or By-Laws      2     26K 
 7: EX-3.1(F)   Exhibit 3.1(G)                                         3     28K 
 8: EX-3.1(G)   Articles of Incorporation/Organization or By-Laws      9     43K 
 9: EX-3.1(H)   Articles of Incorporation/Organization or By-Laws     10     50K 
10: EX-3.1(I)   Articles of Incorporation/Organization or By-Laws     17     65K 
11: EX-3.1(J)   Articles of Incorporation/Organization or By-Laws      1     23K 
12: EX-3.1(K)   Articles of Incorporation/Organization or By-Laws      2     26K 
13: EX-3.1(L)   Articles of Incorporation/Organization or By-Laws      3     30K 
14: EX-3.1(M)   Articles of Incorporation/Organization or By-Laws      3     27K 
15: EX-3.1(N)   Articles of Incorporation/Organization or By-Laws      6     32K 
16: EX-3.1(O)   Articles of Incorporation/Organization or By-Laws      2     26K 
17: EX-3.1(P)   Articles of Incorporation/Organization or By-Laws     16     62K 
18: EX-3.1(Q)   Articles of Incorporation/Organization or By-Laws     10     44K 
19: EX-3.1(R)   Articles of Incorporation/Organization or By-Laws      3     29K 
20: EX-3.1(S)   Articles of Incorporation/Organization or By-Laws      9     41K 
21: EX-3.1(T)   Articles of Incorporation/Organization or By-Laws     10     45K 
22: EX-3.1(U)   Articles of Incorporation/Organization or By-Laws      6     38K 
23: EX-3.1(V)   Articles of Incorporation/Organization or By-Laws      5     30K 
24: EX-3.1(W)   Articles of Incorporation/Organization or By-Laws      4     32K 
25: EX-3.1(X)   Articles of Incorporation/Organization or By-Laws      2     25K 
26: EX-3.1(Y)   Articles of Incorporation/Organization or By-Laws      2     26K 
27: EX-3.1(Z)   Exhibit 3.1                                            2     26K 
73: EX-3.2(B)   Articles of Incorporation/Organization or By-Laws     17     84K 
77: EX-4.11     Instrument Defining the Rights of Security Holders   168    680K 
78: EX-4.12     Instrument Defining the Rights of Security Holders     6     40K 
74: EX-4.5      Instrument Defining the Rights of Security Holders     4     34K 
75: EX-4.6      Instrument Defining the Rights of Security Holders     7     46K 
76: EX-4.8      Instrument Defining the Rights of Security Holders     6     40K 
79: EX-5.1      Opinion re: Legality                                   5     39K 
80: EX-10.2     Material Contract                                    157    409K 
81: EX-12.1     Statement re: Computation of Ratios                    2±    26K 
82: EX-23.2     Consent of Experts or Counsel                          1     23K 
83: EX-25.1     Statement re: Eligibility of Trustee                HTML     81K 
84: EX-99.1     Miscellaneous Exhibit                               HTML     82K 
85: EX-99.2     Miscellaneous Exhibit                               HTML     37K 
86: EX-99.3     Miscellaneous Exhibit                               HTML     26K 
87: EX-99.4     Miscellaneous Exhibit                               HTML     31K 
88: EX-99.5     Miscellaneous Exhibit                               HTML     30K 


EX-4.5   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Prior Trustee
EX-4.51st Page of 4TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 4.5 This AGREEMENT OF REMOVAL, APPOINTMENT AND ACCEPTANCE, dated as of March 28, 2003, by and among DOLE FOOD COMPANY, INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer"), J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, successor in interest to Chemical Trust Company of California, a banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 560 Mission Street, 13th Floor, San Francisco, California 94105 ("Prior Trustee"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017 ("Successor Trustee "). RECITALS: WHEREAS, the Issuer appointed Prior Trustee as Trustee under (i) that certain Indenture dated as of April 13, 1993 (the "April Indenture"), by and between the Issuer and Prior Trustee in connection with the issuance of the Issuer's 7% Senior Notes Due 2003 (the "2003 Notes"), and (ii) that certain Indenture dated as of July 15, 1993 (the "July Indenture", and together with the April Indenture, the "Indentures"), by and between the Issuer and Prior Trustee in connection with the issuance of the Issuer's 6.375% Senior Notes Due 2005 (the "2005 Notes"), 7.25% Senior Notes due 2009 (the "2009 Notes") and 7.875% Debentures due 2013 (the "2013 Notes"); WHEREAS, the Securities (as such term is defined in the Indentures) were originally authorized and issued under the Indentures; WHEREAS, as of the date hereof, there are $209,756,000 aggregate principal amount of 2003 Notes outstanding, $300,000,000 aggregate principal amount of 2005 Notes outstanding, $400,000,000 aggregate principal amount of 2009 Notes outstanding and $155,000,000 aggregate principal amount of 2013 Notes outstanding; WHEREAS, the Issuer desires to remove Prior Trustee and appoint Successor Trustee as Trustee to succeed Prior Trustee in such capacity under the Indentures; and WHEREAS, Successor Trustee is willing to accept such appointment as Successor Trustee under the Indentures; NOW, THEREFORE, the Issuer, Prior Trustee and Successor Trustee, for and in consideration of the premises of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows: ARTICLE I PRIOR TRUSTEE Section 1.01 Prior Trustee hereby acknowledges its removal as Trustee under each of the Indentures. 1
EX-4.52nd Page of 4TOC1stPreviousNextBottomJust 2nd
Section 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms to successor trustee all right, title and interest of Prior Trustee in and to the trusts of the Trustee under the Indentures and all the rights, powers and trusts of the Trustee under the Indentures. Prior Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers and trust hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee under the Indentures. ARTICLE II THE ISSUER Section 2.01 The Issuer hereby acknowledges the removal of Prior Trustee as Trustee under the Indentures. Section 2.02 All conditions relating to the appointment of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Trustee under the Indentures have been met by the Issuer, and the Issuer hereby appoints Successor Trustee as Trustee under the Indentures with like effect as if originally named as Trustee in the Indentures. Section 2.03 Notwithstanding the removal of Prior Trustee under the Indentures, the Issuer shall remain obligated to compensate, reimburse and indemnify Prior Trustee for the services rendered under the Indentures, including the related cost of its counsel, in each case subject to the applicable provisions of the Indentures. ARTICLE III SUCCESSOR TRUSTEE Section 3.01 Successor Trustee hereby represents and warrants to Prior Trustee and to the Issuer that Successor Trustee is not disqualified to act as Trustee under the Indentures. Section 3.02 Successor Trustee hereby accepts its appointment as Successor Trustee under the Indentures and accepts the rights, powers, duties and obligations of Prior Trustee as Trustee under the Indentures, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the Indentures. ARTICLE IV MISCELLANEOUS Section 4.01 This Agreement and the removal, appointment and acceptance effected hereby shall be effective as of the opening of business on March 28, 2003. Section 4.02 This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 2
EX-4.53rd Page of 4TOC1stPreviousNextBottomJust 3rd
Section 4.03 Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Section 4.04 The persons signing this Agreement on behalf of the Issuer, Successor Trustee and Prior Trustee are duly authorized to execute it on behalf of the each party, and each party warrants that it is authorized to execute this Agreement and to perform its duties hereunder. 3
EX-4.5Last Page of 4TOC1stPreviousNextBottomJust 4th
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Removal, Appointment and Acceptance to be duly executed and acknowledged all as of the day and year first above written. DOLE FOOD COMPANY, INC., as Issuer By: /s/ C. Michael Carter --------------------------------------- Name: C. Michael Carter Title: Vice President, General Counsel and Corporate Secretary J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Prior Trustee By: /s/ James Nagy --------------------------------------- Name: James Nagy Title: Assistant Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Trustee By: /s/ Frank McDonald --------------------------------------- Name: Frank McDonald Title: Vice President 4

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘S-4’ Filing    Date First  Last      Other Filings
Filed on:6/25/03S-4
3/28/03128-K
7/15/931
4/13/931
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Filing Submission 0000892569-03-001565   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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