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Exhibit 4.3
CERTIFICATE OF
EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY,
VICE PRESIDENT AND TREASURER
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
The undersigned, Alan B. Sellers and David
B. Cooper, Jr., do hereby
certify that they are the duly appointed and acting Executive Vice
President and
Corporate Secretary, 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 201,
301 and 303 of the Indenture, dated as of July 15, 1993, between
the Company and
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 Pricing Committee thereof (a
copy of such resolutions being attached
hereto as Exhibits C and D,
respectively) two series of Securities (as
that term is defined in the
Indenture) to be issued under the
Indenture, with the following terms:
1. The titles of the Securities of the series are "6 3/4% Notes
due July 15,
2000 (the "Notes") and "7 7/8% Debentures due July 15,
2013" (the
"Debentures"; the Notes and the Debentures are collectively
referred to
as the "Designated Securities").
2. The limit upon the aggregate principal amount of the Notes
and
the
Debentures which may be authenticated and delivered under the
Indenture
(except for Notes or Debentures, as the case may be,
authenticated and delivered upon registration of, transfer of, or
in
exchange
for, or in lieu of other Notes or Debentures, as the case may
be, pursuant
to Sections 304, 305, 306, 906 or 1107 of the Indenture)
is
$225,000,000 and $175,000,000, respectively.
3. Interest on the Designated Securities shall be payable to
the
persons in
whose name the Designated Securities 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
July 15,
2000 with respect to the Notes and on July 15, 2013 with
respect to
the Debentures shall be payable to the persons to whom
principal is
payable on such dates.
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4. The date on which the principal of the Notes is payable,
unless
accelerated pursuant to the Indenture, shall be July 15, 2000
and the date
on which the principal of the Debentures is payable,
unless
accelerated pursuant to the Indenture, shall be July 15, 2013.
5. The rates at which the Notes and the Debentures shall bear
interest
shall be 6 3/4% per annum and 7 7/8% per annum, respectively.
The date
from which interest shall accrue for the Designated
Securities
shall be August 3, 1993. The Interest Payment Dates on
which
interest on the Designated Securities shall be payable are
January 15
and July 15. The initial interest payment on the Designated
Securities
shall be made on January 15, 1994. The Regular Record Dates
for the
interest payable on the Designated Securities on any Interest
Payment Date
shall be the January 1 and July 1, as the case may be,
immediately
preceding such Interest Payment Date.
6. The place or places where the principal of and interest on
the
Designated
Securities shall be payable is at the agency of the Trustee
maintained
for that purpose at the office of Chemical 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 are not redeemable prior to July 15, 2000 and the
Debentures
are not redeemable prior to July 15, 2013.
8. There is no obligation of the Company to redeem or purchase
the
Designated Securities pursuant to any sinking fund or analogous
provisions,
or to repay any of the Designated Securities prior to
Stated
Maturity at the option of a holder thereof.
9. The Designated Securities 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.
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10. The principal amount of the Notes or the Debentures shall
be
payable upon
declaration of acceleration of the maturity thereof
pursuant to
Section 502 of the Indenture.
11. Section 501(5) of the Indenture shall be deemed to be
amended
for purposes
of the Designated Securities only to delete the figure
"$25,000,000" appearing twice therein and to replace such figure
with
the figure
"$10,000,000" in both places. The following provisions set
forth below
as Sections 1008 and 1009 (including the definitions set
forth
thereafter) shall apply to the Designated Securities 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 Designated Securities (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:
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(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
&nb
