Item 2(j) – Custodian AgreementCustodian Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
CUSTODIAN AGREEMENT (this “Agreement”), dated as of October 22, 2009, between U.S. Bank National Association, a national banking association (the “Custodian”), and the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
AMENDED AND RESTATED TRUST AGREEMENT CONSTITUTINGTrust Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of October 22, 2009, among Goldman, Sachs & Co., as sponsor (the “Sponsor”), Jason Lee, as the prior trustee, and Donald J. Puglisi, William R. Latham, III and James B. O’Neill, as trustees (the “Trustees”), constituting the 2009 Dole Food Automatic Common Exchange Security Trust (the “Trust”).
Item 2(k)(b) – Forward Purchase AgreementForward Purchase Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
FORWARD PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2009, between David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended, a trust organized under the laws of the State of California (“Seller”), and the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”).
Item 2(k)(e) – Fund Indemnity AgreementFund Indemnity Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
FUND INDEMNITY AGREEMENT (this “Agreement”), dated as of October 22, 2009, among David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended (“Seller”), U.S. Bank National Association, a national banking association (the “Service Provider”), for itself in its capacities as Administrator, Custodian, Collateral Agent and Paying Agent for the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”), and the Trust.
PAYING AGENT AGREEMENT BETWEEN AS PAYING AGENT, AND DATED AS OF OCTOBER 22, 2009Paying Agent Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
PAYING AGENT AGREEMENT (this “Agreement”), dated as of October 22, 2009, between U.S. Bank National Association, a national banking association (the “Paying Agent”), and the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Item 2(k)(c) – Collateral AgreementCollateral Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of October 22, 2009, among David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended, a trust organized under the laws of the State of California (“Pledgor”), U.S. Bank National Association, a national banking association, as collateral agent hereunder (the “Collateral Agent”) for the benefit of the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”), and Purchaser.
Item 2(k)(a) – Administration AgreementAdministration Agreement • March 8th, 2010 • 2009 Dole Food Automatic Common Exchange Security Trust • New York
ADMINISTRATION AGREEMENT (this “Agreement”), dated as of October 22, 2009, between U.S. Bank National Association, a national banking association (the “Administrator”), and the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
