CERTIFICATE OF
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER,
VICE PRESIDENT AND TREASURER
PURSUANT TO SECTIONS 102, 201, 301 AND 303
OF THE INDENTURE
The undersigned, David H. Murdock and Edward A.
Lang, III, do hereby certify that they are the duly
appointed and acting Chairman of the Board and Chief
Executive Officer, and Vice President and Treasurer,
respectively, of DOLE FOOD COMPANY, INC., a Hawaii
corporation (the "Company"). Each of the undersigned also
hereby certifies in such capacities, pursuant to Sections
102, 201, 301 and 303 of the Indenture, dated as of July 15,
1993, between the Company and Chase Manhattan Bank and Trust
Company, National Association (formerly known as Chemical
Trust Company of California), as Trustee (the "Indenture"),
that:
A. There has been established pursuant to
resolutions duly adopted by the Board of Directors of the
Company and of a Securities Committee thereof (a copy of
such resolutions being attached hereto as Exhibits B and C,
respectively), a series of Securities (as that term is
defined in the Indenture) to be issued under the Indenture,
with the following terms:
1. The title of the Securities of the series is
"6 3/8% Notes due 2005" (the "Notes").
2. The limit upon the aggregate principal amount
of the Notes which may be authenticated and delivered
under the Indenture (except for Notes authenticated and
delivered upon registration of, transfer of, or in
exchange for, or in lieu of other Notes pursuant to
Sections 304, 305, 306, 906 or 1107 of the Indenture)
is $300,000,000.
3. Interest on the Notes shall be payable to the
persons in whose name the Notes are registered at the
close of business on the Regular Record Date (as
defined in the Indenture) for such interest payment,
except that interest payable on October 1, 2005 shall
be payable to the persons to whom principal is payable
on such date.
4. The date on which the principal of the Notes
is payable, unless accelerated pursuant to the
Indenture, shall be October 1, 2005.
5. The rates at which the Notes shall bear
interest shall be 6 3/8% per annum. The date from which
interest shall accrue for the Notes shall be October 6,
1998. The Interest Payment Dates on which interest on
the Notes shall be payable are April 1 and October 1.
The initial interest payment on the Notes shall be made
on April 1, 1999. The Regular Record Dates for the
interest payable on the Notes on any Interest Payment
Date shall be the March 15 and September 15, as the
case may be, immediately preceding such Interest
Payment Date.
6. The place or places where the principal of
and interest on the Notes shall be payable is at the
agency of the Trustee maintained for that purpose at
the office of Chase Manhattan Bank, 55 Water Street,
North Building, Securities Window, Second Floor, New
York, New York, 10041 provided that payment of
interest, other than at Stated Maturity (as defined in
the Indenture), may be made at the option of the
Company by check mailed to the address of the person
entitled thereto as such address shall appear in the
Security Register (as defined in the Indenture), and
provided further that the Depositary (as defined
below), or its nominee, as holder of Global Securities
(as defined in the Indenture), shall be entitled to
receive payments of interest by wire transfer of
immediately available funds.
7. The Notes will be redeemable, in whole or in
part, at the option of the Company at any time at a
redemption price equal to the greater of (i) 100% of
the principal amount of such Notes or (ii) as
determined by a Quotation Agent, the sum of the present
values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date
on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus, in each case, accrued interest
thereon to the date of redemption.
Notice of any redemption will be mailed at least
30 days but not more than 60 days before the redemption
date to each holder of the Notes to be redeemed.
Unless the Company defaults in payment of the
redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on and
after the redemption date.
"Adjusted Treasury Rate" means, with respect to
any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury
Price for such redemption date, plus 0.15%.
"Business Day" means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on
which banking institutions in Los Angeles, California
or New York, New York are authorized or obligated by
law or executive order to close.
"Comparable Treasury Issue" means the United
States Treasury security selected by a Quotation Agent
as having a maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining
term of such Notes.
"Comparable Treasury Price" means, with respect to
any redemption date, (i) the average of the bid and
asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its
principal amount) on the third Business Day preceding
such redemption date, as set forth in the daily
statistical release (or any successor release)
published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain
such prices on such Business Day, the average of the
Reference Treasury Dealer Quotations for such
redemption date.
"Quotation Agent" means one of the Reference
Treasury Dealers appointed by the Company and certified
to the Trustee by the Company.
"Reference Treasury Dealer" means each of Chase
Securities Inc., Goldman, Sachs & Co., Deutsche Bank
Securities Inc., NationsBanc Montgomery Securities LLC
and First Union Capital Markets, a division of Wheat
First Securities, Inc., and their respective
successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government
securities dealer in New York City ( a "Primary
Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer and certify
the same to the Trustee; and any other Primary Treasury
Dealer selected by the Company and certified to the
Trustee by the Company.
"Reference Treasury Dealer Quotation" means, with
respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the
Company and certified to the Trustee by the Company, of
the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by
such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
8. There is no obligation of the Company to
redeem or purchase the Notes pursuant to any sinking
fund or analogous provisions, or to repay any of the
Notes prior to Stated Maturity at the option of a
holder thereof.
9. The Notes shall be issued in fully registered
form in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000.
10. The principal amount of the Notes shall be
payable upon declaration of acceleration of the
maturity thereof pursuant to Section 502 of the
Indenture.
11. The following provisions set forth below as
Sections 1008 and 1009 (including the definitions set
forth thereafter) shall apply to the Notes as if such
provisions had been included in the Indenture as
Sections 1008 and 1009, respectively, and as if the
related definitions had been included in alphabetical
order in Section 101 of the Indenture:
"Section 1008. Limitation Upon Mortgages.
The Company will not itself, and will not permit
any Restricted Subsidiary to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become
liable for or suffer to exist any indebtedness for money
borrowed or evidenced by a bond, debenture, note or other
similar instrument, whether or not for money borrowed or
given in connection with the acquisition of any business,
properties or assets, including securities (such
indebtedness being hereinafter in this Section called
"Indebtedness") secured by a Mortgage on (i) any Principal
Property of the Company or any Restricted Subsidiary or
(ii) any shares of capital stock or Indebtedness of any
Restricted Subsidiary (which Indebtedness is then held by
the Company or any Restricted Subsidiary), without
effectively providing that the Notes (together with, if the
Company shall so determine, any other Indebtedness of the
Company or such Restricted Subsidiary then existing or
thereafter created which is not Subordinated Debt) shall be
secured equally and ratably with (or, at the option of the
Company, prior to) such secured Indebtedness, so long as
such secured Indebtedness shall be so secured, unless
immediately thereafter, after giving effect thereto, the
aggregate amount of all such secured Indebtedness plus all
Attributable Debt of the Company and its Restricted
Subsidiaries in respect of Sale and Leaseback Transactions
(as defined in Section 1009, but excluding leases exempt
from the prohibition of Section 1009 by Clauses (2) through
(6) thereof) would not exceed 10% of Net Tangible Assets;
provided, however, that this Section shall not apply to, and
there shall be excluded from secured Indebtedness in any
computation under this Section, Indebtedness secured by:
(1) Mortgages on, and limited to, property of or
shares of capital stock or Indebtedness of any
corporation existing at July 15, 1993 or at the time
such corporation becomes a Restricted Subsidiary;
(2) Mortgages in favor of the Company or any
Restricted Subsidiary;
(3) Mortgages in favor of any governmental body
to secure progress, advance or other payments pursuant
to any contract or provision of any statute;
(4) (i) if made in the ordinary course of
business, any Mortgage as security for the performance
of any contract or undertaking not directly or
indirectly in connection with the borrowing of money or
the securing of Indebtedness, or (ii) any Mortgage with
any governmental agency required or permitted to
qualify the Company or any Restricted Subsidiary to
conduct business, to maintain self-insurance or to
obtain the benefits of any law pertaining to workmen's
compensation, employment insurance, old age pensions,
social security or similar matters;
(5) Mortgages for taxes, assessments or
governmental charges or levies if such taxes,
assessments, governmental charges or levies shall not
at the time be due and payable, or if the same
thereafter can be paid without penalty, or if the same
are being contested in good faith by appropriate
proceedings;
(6) Mortgages created by or resulting from any
litigation or legal proceeding which at the time is
currently being contested in good faith by appropriate
proceedings; or Mortgages arising out of judgments or
awards as to which the time for prosecuting an appeal
or proceeding for review has not expired;
(7) Mortgages on, and limited to, property
(including leasehold estates) or shares of capital
stock or Indebtedness, existing at the time of
acquisition thereof (including acquisition through
merger or consolidation) or to secure the payment of
all or any part of the purchase price thereof or
construction thereon or to secure any Indebtedness
incurred prior to, at the time of, or within 120 days
after the latest of the acquisition, the completion of
construction or the commencement of full operation of
such property for the purpose of financing all or any
part of the purchase price thereof or construction
thereon;
(8) Mortgages securing obligations issued by a
state, territory or possession of the United States, or
any political subdivision of any of the foregoing or
the District of Columbia, to finance the acquisition or
construction or development of property, and on which
the interest is not, in the opinion of tax counsel of
recognized standing or in accordance with a ruling
issued by the Internal Revenue Service, includible (in
whole or in part) in gross income of the holder by
reason of Section 103(a)(1) of the Internal Revenue
Code (or any successor to such provision) as in effect
at the time of the issuance of such obligations;
(9) Mortgages created in connection with a
project financed with, and created to secure, a
Nonrecourse Obligation. For this purpose, "Nonrecourse
Obligation" shall mean indebtedness or lease payment
obligations substantially related to (i) the
acquisition of assets not previously owned by the
Company or any of its Restricted Subsidiaries or (ii)
the financing of a project involving the development or
expansion of properties of the Company or any of its
Restricted Subsidiaries, as to which the obligee with
respect to such indebtedness or obligation has no
recourse to the general corporate funds of the Company
or any of its Restricted Subsidiaries or any assets of
the Company or any of its Restricted Subsidiaries other
than the assets which were acquired with the proceeds
of such transaction or the project financed with the
proceeds of such transaction (and funds generated by
such assets or project) except pursuant to a covenant
to pay to such obligee or to the obligor of such
indebtedness or obligation an amount equal to all or a
portion of the amount of any dividends received from
such obligor within the previous 12 months; or
(10) any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a
whole or in part, of any Mortgage referred to in the
foregoing Clauses (1) through (9), to the extent the
Indebtedness secured by such Mortgage is not increased
from the amount originally so secured, provided that
such extension, renewal or replacement Mortgage shall
be limited to all or a part of the same property or
shares of capital stock or Indebtedness that secured
the Mortgage extended, renewed or replaced (plus
improvements on such property).
Section 1009. Limitation Upon Sale and Leaseback Transactions.
Except as hereinafter provided, the Company will
not itself, and will not permit any Restricted Subsidiary
to, enter into any transaction with any bank, insurance
company or other lender or investor, or to which any such
bank, company, lender or investor is a party, providing for
the leasing by the Company or a Restricted Subsidiary of any
Principal Property which has been or is to be sold or
transferred more than 180 days after the latest of the
acquisition, completion of construction or commencement of
full operation by the Company or a Restricted Subsidiary to
such bank, company, lender or investor, or to any Person to
whom funds have been or are to be advanced by such bank,
company, lender or investor on the security of such
Principal Property (herein referred to as a "Sale and
Leaseback Transaction"); provided, however, that this
covenant shall not apply to any Sale and Leaseback
Transaction if:
(1) the Company or such Restricted Subsidiary
could create Indebtedness secured by a Mortgage
pursuant to Section 1008, excluding from secured
Indebtedness in any computation under that Section
Indebtedness secured by Mortgages of the type described
in Clauses (1) through (10) thereof, on the Principal
Property to be leased in an amount equal to the
Attributable Debt with respect to such Sale and
Leaseback Transaction without equally and ratably
securing the Notes, or
(2) the Company or a Restricted Subsidiary,
within 180 days after the sale or transfer shall have
been made by the Company or by a Restricted Subsidiary,
applies an amount equal to the greater of the net
proceeds from the sale of the Principal Property leased
pursuant to such arrangement or the fair market value
of the Principal Property so leased at the time of
entering into such arrangement (as determined in any
manner approved by the Board of Directors) to either
(x) the retirement of Senior Funded Debt of the Company
or Funded Debt of a Restricted Subsidiary; provided,
however, that notwithstanding the foregoing, no
retirement referred to in this Clause (2) may be
effected by payment at maturity or pursuant to any
mandatory sinking fund payment or any mandatory
prepayment provision, or (y) purchase of other property
which will constitute Principal Property of the Company
or its Restricted Subsidiaries having a fair market
value, in the opinion of the Board of Directors of the
Company, at least equal to the fair market value of the
Principal Property leased in such sale and leaseback
transaction, or
(3) the lease in such Sale and Leaseback
Transaction is for a period, including renewals, of no
more than three years, or
(4) the lease in such sale and leaseback
transaction secures or relates to obligations issued by
a state, territory or possession of the United States,
or any political subdivision of any of the foregoing,
or the District of Columbia, to finance the acquisition
or construction of property, and on which the interest
is not, in the opinion of tax counsel of recognized
standing or in accordance with a ruling issued by the
Internal Revenue Service, includible (in whole or in
part) in gross income of the holder by reason of
Section 103(a)(1) of the Internal Revenue Code (or any
successor to such provision) as in effect at the time
of the issuance of such obligations, or
(5) the lease payment obligation is created in
connection with a project financed with, and such
obligation constitutes, a Nonrecourse Obligation as
defined in Section 1008(9), or
(6) such arrangement is between the Company and a
Restricted Subsidiary or between Restricted
Subsidiaries.
"Attributable Debt" means, as to any particular
lease under which the Company or any Restricted Subsidiary
is at the time liable and at any date as of which the amount
thereof is to be determined, the total net amount of rent
required to be paid under such lease during the remaining
term thereof (including any period for which such lease has
been extended or may, at the option of the lessor, be
extended), discounted from the respective due dates thereof
to such date at a rate per annum equal to the weighted
average interest rate per annum borne by the Securities of
each series outstanding hereunder compounded semi-annually.
The net amount of rent required to be paid under any such
lease for any such period shall be the aggregate amount of
the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges. In the case of any lease
which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of
such penalty, but no rent shall be considered as required to
be paid under such lease subsequent to the first date upon
which it may be so terminated.
"Funded Debt" means (a) all indebtedness of the
Company and its Restricted Subsidiaries for money borrowed,
or evidenced by a bond, debenture, note or other similar
instrument, whether or not for money borrowed or given in
connection with the acquisition of any business, or the
properties or assets thereof, including securities thereof,
maturing on, or renewable or extendible at the option of the
obligor to, a date more than one year from the date of the
determination thereof that is or would be classified as long-
term debt on a balance sheet prepared in accordance with
generally accepted accounting principles (including any such
indebtedness under any revolving credit arrangement with
banks), (b) guarantees, direct or indirect, and other
contingent obligations of the Company and its Restricted
Subsidiaries in respect of, or to purchase or otherwise
acquire or be responsible or liable for (through the
investment of funds or otherwise), any such indebtedness of
others (but not including contingent liabilities on
customers' receivables sold with recourse) and (c)
amendments, renewals, extensions and refundings of any such
indebtedness.
"Mortgage" means and includes any mortgage,
pledge, lien, security interest, conditional sale or other
title retention agreement or other similar encumbrance.
"Net Tangible Assets" means the net book value of
all assets of the Company and Restricted Subsidiaries,
excluding any amounts carried as assets for shares of
capital stock held in treasury, debt discount and expense,
investments in and advances to Subsidiaries other than
Restricted Subsidiaries, goodwill, patents and trademarks,
less all liabilities of the Company and Restricted
Subsidiaries (except Funded Debt, minority interests in
Restricted Subsidiaries, deferred taxes and general
contingency reserves of the Company and Restricted
Subsidiaries), all as determined on a consolidated basis in
accordance with generally accepted accounting principles.
"Principal Property" means any manufacturing plant
or processing facility, including the equipment constituting
a part thereof, which is located within the United States or
its territories or possessions, of the Company or a
Restricted Subsidiary, having a net book value exceeding 1%
of Net Tangible Assets.
"Restricted Subsidiary" means any Subsidiary of
the Company other than any Subsidiary that is engaged
primarily in the management, development and sale or
financing of real property.
"Sale and Leaseback Transaction" has the meaning
assigned to that term in Section 1009 hereof.
"Senior Funded Debt" means all Funded Debt except
Subordinated Funded Debt.
"Subordinated Funded Debt" means any unsecured
Funded Debt of the Company which is expressly made
subordinate and junior in rank and right of payment to the
Securities of each series outstanding hereunder in the event
of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar
proceedings in connection therewith, relative to the Company
or to its creditors, as such, or to its property, or in the
event of any proceedings for voluntary liquidation,
dissolution or other winding up of the Company, whether or
not involving insolvency or bankruptcy.
12. The Notes shall be defeasible as provided in
Article THIRTEEN of the Indenture. Section 1303 of the
Indenture shall be deemed to be amended for purposes of
the Notes only to delete the phrase "Sections 1005
through 1007" appearing twice therein and to replace
such phrase with the phrase "Sections 1005 through
1009" in both places.
13. Interest on the Notes shall be computed on
the basis of a 360-day year of twelve 30-day months.
14. The Notes will be issued in the form of
Global Securities (as defined in the Indenture). The
Depository Trust Company shall be the Depositary (as
defined in the Indenture) for the Global Securities.
The Notes shall only be transferred in accordance with
the provisions of Section 305 of the Indenture.
B. The form of the Global Securities
representing the Notes is attached hereto as Exhibit A.
C. The Trustee is appointed a Paying Agent.
D. The foregoing form and terms of the Notes
have been established in conformity with the provisions of
the Indenture.
E. The undersigned has read the provisions of
Sections 301 and 303 of the Indenture and the definitions
relating thereto and the resolutions adopted by the Board of
Directors of the Company and a Securities Committee thereof
and delivered herewith and has examined the form of Global
Securities representing the Notes. In the opinion of the
undersigned, he has made such examination or investigation
as is necessary to enable him to express an informed opinion
as to whether or not all conditions precedent provided in
the Indenture relating to the establishment, authentication
and delivery of the series of Securities under the
Indenture, designated as the Notes in this Certificate, have
been complied with. In the opinion of the undersigned, all
such conditions precedent have been complied with.
F. The undersigned, by execution of this
Certificate, hereby certify the actions taken by a
Securities Committee of the Board of Directors of the
Company in determining and setting the specific terms of the
Notes and hereby further certify that attached hereto as
Exhibits A, B and C, respectively, are the form of Global
Securities representing the Notes as duly approved by a
Securities Committee of the Board of Directors of the
Company, a copy of resolutions duly adopted by the Board of
Directors of the Company on August 17, 1998 and a copy of
resolutions duly adopted by a Securities Committee of the
Board of Directors as of October 1, 1998, pursuant to which
the terms of the Notes set forth above have been
established.
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the 6th day of October,
1998.
/s/ David H. Murdock
-------------------------
David H. Murdock
Chairman of the Board and
Chief Executive Officer
/s/ Edward A. Lang, III
----------------------------
Edward A. Lang, III
Vice President and Treasurer