Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the Company, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES XXXX FOOD COMPANY, INC. By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Name: Xxxxxxxx X. Xxxx Title: President and COO XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 3 contracts
Samples: Dole Food Co Inc, Dole Food Company Inc, Dole Food Co Inc
Qualification of Indenture. The Company Issuer and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuer, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the 2017 A Notes and printing this Indenture and the 2017 A Notes. The Trustee shall be entitled to receive from the Company Issuer and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANYISSUER: Clear Channel Worldwide Holdings, INC. Inc. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx ---------------------------------- Name: Xxxxxxxx Xxxxxxx X. Xxxx Title: President Executive Vice President, Chief Financial Officer and COO XXXXX FARGO BANKSecretary GUARANTORS: Clear Channel Outdoor Holdings, NATIONAL ASSOCIATION, as Trustee Inc. By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxx X. Xxxx Name: Xxxxx XxXxxxxx Xxxxxxx X. Xxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO Chief Financial Officer Clear Channel Outdoor, Inc. By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- X. Xxxx Name: C. Xxxxxxx Xxxxxx X. Xxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970Chief Financial Officer Clear Channel Adshel, Inc. AG 1971By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer 1567 Media LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer Clear Channel Spectacolor, Inc. AG 1972LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer GUARANTORS: Clear Channel Taxi Media, Inc. Alyssum Corporation LLC By: /s/ Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer Clear Channel Outdoor Holdings Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Canada By: /s/ Xxxxxxx X. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Name: Xxxxxxx X. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Title: Chief Financial Officer Outdoor Management Services, Inc. Dole Ocean Cargo ExpressBy: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer In-ter-space Services, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment DatesBy: March 15 and September 15 Record Dates/s/ Xxxxxxx X. Xxxx Name: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.Xxxxxxx X. Xxxx Title: Chief Financial Officer
Appears in 2 contracts
Samples: Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)
Qualification of Indenture. The Company Issuer and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuer, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the 2017 B Notes and printing this Indenture and the 2017 B Notes. The Trustee shall be entitled to receive from the Company Issuer and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANYISSUER: Clear Channel Worldwide Holdings, INC. Inc. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx ---------------------------------- Name: Xxxxxxxx Xxxxxxx X. Xxxx Title: President Executive Vice President, Chief Financial Officer and COO XXXXX FARGO BANKSecretary GUARANTORS: Clear Channel Outdoor Holdings, NATIONAL ASSOCIATION, as Trustee Inc. By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxx X. Xxxx Name: Xxxxx XxXxxxxx Xxxxxxx X. Xxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO Chief Financial Officer Clear Channel Outdoor, Inc. By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- X. Xxxx Name: C. Xxxxxxx Xxxxxx X. Xxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970Chief Financial Officer Clear Channel Adshel, Inc. AG 1971By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer 1567 Media LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer Clear Channel Spectacolor, Inc. AG 1972LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer [Signature Page to Series B Senior Notes Indenture] GUARANTORS: Clear Channel Taxi Media, Inc. Alyssum Corporation LLC By: /s/ Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer Clear Channel Outdoor Holdings Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Canada By: /s/ Xxxxxxx X. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Name: Xxxxxxx X. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Title: Chief Financial Officer Outdoor Management Services, Inc. Dole Ocean Cargo ExpressBy: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Financial Officer In-ter-space Services, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment DatesBy: March 15 and September 15 Record Dates/s/ Xxxxxxx X. Xxxx Name: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.Xxxxxxx X. Xxxx Title: Chief Financial Officer
Appears in 2 contracts
Samples: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)
Qualification of Indenture. The Company Issuers shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the CompanyIssuers, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 77 SIGNATURES XXXX FOOD COMPANYSUPERIOR ESSEX COMMUNICATIONS LLC By: SUPERIOR ESSEX HOLDING CORP. By: /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer ESSEX GROUP, INC. By: /s/ Xxxxxxxx XXXXX X. Xxxx ---------------------------------- XXXXXXXX Name: Xxxxx X. Xxxxxxxx X. Xxxx Title: Vice President and COO Treasurer THE GUARANTORS SUPERIOR ESSEX INC. SUPERIOR ESSEX HOLDING CORP. ESSEX INTERNATIONAL INC. ESSEX GROUP, INC. (DE) ESSEX CANADA INC. ESSEX GROUP MEXICO INC. ESSEX TECHNOLOGY, INC. ESSEX WIRE CORPORATION ESSEX MEXICO HOLDINGS, L.L.C. By: /s/ XXXXX FARGO BANKX. XXXXXXXX Name: Vice President and Treasurer Title: Authorized Officer THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATIONN.A., as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- XXXXXX X. XXXXXX Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx X. Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Essex Canada Inc. AG 1971, (DE) Essex Group Mexico Inc. AG 1972, (DE) Essex International Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo ExpressDE) Essex Group, Inc. (DOCEDE) Dole Ocean Liner ExpressEssex Mexico Holdings, L.L.C. (DE) Essex Technology, Inc. Renaissance Capital (DE) Essex Wire Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. (MI) EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANYSUPERIOR ESSEX COMMUNICATIONS LLC ESSEX GROUP, INC. 8-7/89% SENIOR NOTE DUE 2011 2012 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY NOTE (OTHER THAN A TRANSFER OF THIS SECURITY NOTE AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANYSUPERIOR ESSEX COMMUNICATIONS LLC, ESSEX GROUP, INC. OR SUPERIOR ESSEX INC. OR ANY SUBSIDIARY THEREOF, OF THEIR SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), ) OR (7) UNDER THE SECURITIES ACT, ACT (AN "ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN Exh. A-1 OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANYSUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX GROUP, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANYTRUSTEE, SUPERIOR ESSEX COMMUNICATIONS LLC OR ESSEX GROUP, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANYExh. A-2 SUPERIOR ESSEX COMMUNICATIONS LLC ESSEX GROUP, INC. 8-7/89% SENIOR NOTE DUE 2011 2012 CUSIP No.______________________ . No._______________ $______________________________ . $ Interest Payment Dates: March April 15 and September October 15 Record Dates: March April 1 and September October 1 XXXX FOOD COMPANYSUPERIOR ESSEX COMMUNICATIONS LLC, a Delaware limited liability company ("Superior Essex Communications"), and ESSEX GROUP, INC., a Delaware Michigan corporation ("Essex Group" and, together with Superior Essex Communications, the "CompanyIssuers," which term includes any successor corporation entity under the indenture Indenture hereinafter referred to to), as joint and several obligors, for value received, promises promise to pay to ____________________________________________________ , or registered assigns, the principal sum of _____________________ Dollars on March April 15, 20112012. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Superior Essex Inc
Qualification of Indenture. The Company Issuers shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees for the CompanyIssuers, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers any such Officers' ’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 102 SIGNATURES XXXX FOOD COMPANYNational Beef Packing Company, INC. L.P. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx ---------------------------------- Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxx Xxxxx Title: President and COO XXXXX FARGO BANKBy: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Chief Financial Officer NB Finance Corp. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Chief Financial Officer U.S. Bank National Association, NATIONAL ASSOCIATION, as As Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxxxx X. Xxxxxx Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxxxxx X. Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD NATIONAL BEEF PACKING COMPANY, INCL.P. NB FINANCE CORP. 8-7/8% SENIOR NOTE DUE 2011 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. HEREIN.]1 [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED THE (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT AC- 1 To be included only if the Note is issued in global form. COUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "“QUALIFIED INSTITUTIONAL BUYER" ” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR ), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER UNDER THE SECURITIES ACTACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1),(2),(3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a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“OFFSHORE TRANSACTION," "” “UNITED STATES" ” AND "“U.S. PERSON" ” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD ACT.]2 2 To be included only if the Note is a Transfer Restricted Security NATIONAL BEEF PACKING COMPANY, INCL.P. NB FINANCE CORP. 8-7/810 1/2% SENIOR NOTE DUE 2011 CUSIP No.______________________ . No._______________ $______________________________ . $ Interest Payment Dates: March 15 August 1 and September 15 February 1 Record Dates: March 1 July 15 and September 1 XXXX FOOD January 15 NATIONAL BEEF PACKING COMPANY, INCL.P., a Delaware limited partnership (the “Company”), and NB FINANCE CORP., a Delaware corporation (each an “Issuer” and together the "Company“Issuers," ” which term includes any successor corporation entity under the indenture hereinafter Indenture hereafter referred to to), as joint and several obligors, for value received, promises promise to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15August 1, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Qualification of Indenture. The Company Issuer and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuer, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuer and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANYBT TRIPLE CROWN MERGER CO., INC., as Issuer By: /s/ Xxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Co-President and Secretary The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of BT Triple Crown Merger Co., Inc. with and into Clear Channel Communications, Inc. with Clear Channel Communications, Inc. continuing as the surviving corporation under the name “Clear Channel Communications, Inc.”, it will succeed by operation of law to all of the rights and obligations of BT Triple Crown Merger Co., Inc. set forth herein and that all references herein to the “Issuer” shall thereupon be deemed to be references to the undersigned. CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ Xxxxxxxx Xxxx X. Xxxx ---------------------------------- Name: Xxxxxxxx Xxxx X. Xxxx Title: President Chief Executive Officer and COO XXXXX FARGO BANK, NATIONAL ASSOCIATIONChief Operating Officer LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- X. Xxxxxx Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx X. Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970DEUTSCHE BANK TRUST COMPANY AMERICAS, Inc. AG 1971as Paying Agent, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit Registrar and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. Transfer Agent By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Associate Signature Page to Indenture EXHIBIT A FORM OF SERIES A NOTE (A1 [Face of Senior Cash Pay Note) XXXX FOOD COMPANY] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS [•]. INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF THE ISSUER AT 200 EAST BASSE ROAD, SAN ANTONIO, TX 78209.] A1-1 CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $980,000,000 10.75% Senior Cash Pay Notes due 2016 No. ___ [$ ] BT TRIPLE CROWN MERGER CO., INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYas the Issuer (to be merged with and into CLEAR CHANNEL COMMUNICATIONS, INC., with CLEAR CHANNEL COMMUNICATIONS, INC. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYas the surviving entity) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF promises to pay to CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note [set forth on the reverse hereofSchedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on August 1, which further provisions 2016. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 1 Rule 144A Note CUSIP: 184502 AZ5 Rule 144A Note ISIN: US184502AZ53 Regulation S Note CUSIP: U18285 AD5 Regulation S Note ISIN: USU18285AD55 Exchange Note CUSIP: Exchange Note ISIN: IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: [•] BT TRIPLE CROWN MERGER CO., INC. By: Name: Title: The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of BT Triple Crown Merger Co., Inc. with and into Clear Channel Communications, Inc. with Clear Channel Communications, Inc. continuing as the surviving corporation under the name “Clear Channel Communications, Inc.”, it will succeed by operation of law to all of the rights and obligations of BT Triple Crown Merger Co., Inc. set forth herein and that all references herein to the “Issuer” shall for all purposes thereupon be deemed to be references to the undersigned. CLEAR CHANNEL COMMUNICATIONS, INC. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee By: Authorized Signatory [Back of Senior Cash Pay Note] 10.75% Senior Cash Pay Notes due 2016 Capitalized terms used herein shall have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (CC Media Holdings Inc)
Qualification of Indenture. The Company Issuers and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuers, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY, 134 AVAGO TECHNOLOGIES FINANCE PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES U.S. INC. By: /s/ Xxxxxxxx Kxxxxxx X. Xxxx ---------------------------------- Xxx Name: Xxxxxxxx Kxxxxxx X. Xxxx Xxx Title: Vice President and COO XXXXX FARGO BANKAVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., NATIONAL ASSOCIATIONas U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES (MALAYSIA) SDN BHD (Company No: 704181-P, as Malaysian Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION (Company No: LL05008), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION (Company No: LL05006), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES FIBER HOLDING (LABUAN) CORPORATION (Company No: LL05009), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION (Company No: LL0507), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION (Company No: LL05005), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES WIRELESS HOLDINGS, B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES JAPAN, LTD., as Japanese Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES CANADA CORPORATION, as Canadian Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Secretary AVAGO TECHNOLOGIES MEXICO, S. DE R.X. DE D.V., as Mexican Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES U.K., LTD., as U.K. Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES GMBH, as German Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Sxxxxxxxx Xxxxxxx Name: Xxxxx XxXxxxxx Sxxxxxxxx Xxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.Assistant Treasurer
Appears in 1 contract
Samples: Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Qualification of Indenture. The Company Issuers and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuers, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY, AVAGO TECHNOLOGIES FINANCE PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES U.S. INC. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx ---------------------------------- Xxx Name: Xxxxxxxx Xxxxxxx X. Xxxx Xxx Title: Vice President and COO XXXXX FARGO BANKAVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., NATIONAL ASSOCIATIONas U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES (MALAYSIA) SDN BHD (Company No: 704181-P, as Malaysian Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION (Company No: LL05008), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION (Company No: LL05006), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES FIBER HOLDING (LABUAN) CORPORATION (Company No: LL05009), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION (Company No: LL0507), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION (Company No: LL05005), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES WIRELESS HOLDINGS, B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES JAPAN, LTD., as Japanese Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES CANADA CORPORATION, as Canadian Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Secretary AVAGO TECHNOLOGIES MEXICO, S. DE X.X. DE D.V., as Mexican Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES U.K., LTD., as U.K. Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES GMBH, as German Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director [SIGNATURE PAGE TO SENIOR INDENTURE] AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxxxx Xxxxxxx Name: Xxxxx XxXxxxxx Xxxxxxxxx Xxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Assistant Treasurer [Face of Fixed Rate Note) XXXX FOOD COMPANY] [Insert the Global Note Legend, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]1 [[RULE 144A] [REGULATION S] GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYrepresenting up to $ 10 1/8% Senior Notes due 2013 No. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE[$ ] AVAGO TECHNOLOGIES FINANCE PTE. LTD., AND NO TRANSFER OF THIS SECURITY AVAGO TECHNOLOGIES U.S. INC., AVAGO TECHNOLOGIES WIRELESS (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYU.S.A.) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYMANUFACTURING INC., A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF promise to pay to CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ United States Dollars on March 15December 1, 20112013. Reference Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 1 Rule 144A Note CUSIP: 05336X AA 9 Rule 144A Note ISIN: US05336XAA90 Regulation S Note CUSIP: X00000XX0 Regulation S Note ISIN: USU05212AA04 Exchange Note CUSIP: 05336X AD 3 Exchange Note ISIN: US05336XAD30 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: December 1, 2005 AVAGO TECHNOLOGIES FINANCE PTE. LTD. By: Name: Title: AVAGO TECHNOLOGIES U.S. INC. By: Name: Title: AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., By: Name: Title: This is hereby made one of the Fixed Rate Notes referred to in the further provisions within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory [Back of this Note set forth on the reverse hereof, which further provisions Fixed Rate Note] 10 1/8% Senior Notes due 2013 Capitalized terms used herein shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (Avago Technologies LTD)
Qualification of Indenture. The If so required pursuant to the terms of the Registration Rights Agreement, the Company and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the Company, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, including costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY113 BRIGHTSTAR CORP. On behalf of the above named entity, By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Secretary INTERNATIONAL HOLDINGS, LLC BRAZILIAN HOLDINGS, LLC BRIGHTSTAR CORP MOBILE DATA DISTRIBUTION LLC BRIGHTSTAR RETAIL, LLC ACCELLULAR, LLC BRIGHTSTAR VENTURE LLC INTERNATIONAL WIRELESS SUPPLY SOLUTIONS, LLC WIRELESS SUPPLY SOLUTIONS, LLC On behalf of each of the above named entities, By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Manager BRIGHTSTAR US, INC. OTBT, INC. On behalf of each of the above named entities, By: /s/ Xxxxx Xxxxxxxx X. Xxxx ---------------------------------- Name: Xxxxx Xxxxxxxx X. Xxxx Title: Secretary BRIGHTSTAR ACCESSORIES, LLC On behalf of the above named entity, By: /s/ R. Xxxxxxx Xxxxxx Name: R. Xxxxxxx Xxxxxx Title: Manager BRIGHTSTAR E-PIN SOLUTIONS CORP. On behalf of the above named entity, By: /s/ R. Xxxxxxx Xxxxxx Name: R. Xxxxxxx Xxxxxx Title: President and COO XXXXX FARGO BANK, NATIONAL ASSOCIATIONDEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxx Name: Xxxxx XxXxxxxx Xxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Xxxxx Xxxxxxxxxxxxx Name: C. Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A [FORM OF SERIES A NOTE (Face of FACE OF Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF ] [Private Placement Legend] THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“U.S. SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED OFFERED, SOLD, PLEDGED OR SOLD OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS PERSONS, EXCEPT AS SET FORTH BELOWIN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS HEREOF OR OF A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED BENEFICIAL INTEREST HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.HOLDER:
Appears in 1 contract
Samples: Indenture (Brightstar Corp.)
Qualification of Indenture. The Company Issuers shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees for the CompanyIssuers, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers any such Officers' ’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES XXXX FOOD COMPANYXXXXXX PUBLISHING GROUP, LLC By: Name: Xxxxx X. Xxxxxxxx Title: Vice President, Finance XXXXXX PUBLISHING FINANCE CO. By: Name: Xxxxx X. Xxxxxxxx Title: Vice President, Finance YANKTON PRINTING COMPANY BROADCASTER PRESS, INC. THE SUN TIMES, LLC XXXXX NEWS, LLC LOG CABIN DEMOCRAT, LLC ATHENS NEWSPAPERS, LLC SOUTHEASTERN NEWSPAPERS COMPANY, LLC XXXXXXXX COMMUNICATIONS, INC. FLORIDA PUBLISHING COMPANY FALL LINE PUBLISHING, INC. THE BLUE SPRINGS EXAMINER, LLC THE EXAMINER OF INDEPENDENCE, LLC THE XXXXXX KANSAN, LLC OAK GROVE SHOPPER, LLC THE OAK RIDGER, LLC MPG ALLEGAN PROPERTY, LLC MPG HOLLAND PROPERTY, LLC By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx X. Xxxx Title: President and COO XXXXX FARGO Vice President, Finance SOUTHWESTERN NEWSPAPERS COMPANY, L.P. By: Xxxxxx Publishing Group, LLC its General Partner By: Name: Xxxxx X. Xxxxxxxx Title: Vice President, Finance WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Name: Xxxx Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Assistant Vice President SCHEDULE A Calazo Corporation AG 1970GUARANTORS Yankton Printing Company Broadcaster Press, Inc. AG 1971The Sun Times, LLC Xxxxx News, LLC Log Cabin Democrat, LLC Athens Newspapers, LLC Southeastern Newspapers Company, LLC Xxxxxxxx Communications, Inc. AG 1972Florida Publishing Company Southwestern Newspapers Company, L.P. Fall Line Publishing, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx XxxxxThe Blue Springs Examiner, Inc. CalicahomesLLC The Examiner of Independence, Inc. California PolarisLLC The Xxxxxx Kansan, Inc. Dole ABPIKLLC Oak Grove Shopper, Inc. Dole Arizona Dried Fruit and Nut Company Dole AsiaLLC The Oak Ridger, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero LLC MPG Allegan Property, Inc. Oceanview Produce Company Prairie VistaLLC MPG Holland Property, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. LLC EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANYXXXXXX PUBLISHING GROUP, INCLLC XXXXXX PUBLISHING FINANCE CO. 8-7/87% SENIOR SUBORDINATED NOTE DUE 2011 2013 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("“DTC"”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. HEREIN.]1 THIS NOTE SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), ANDOR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, ACCORDINGLYSOLD, MAY ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR SUBJECT TO, OR FOR SUCH REGISTRATION. THE ACCOUNT OR BENEFIT OFHOLDER OF THIS SECURITY, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE HOLDER DATE (1THE “RESALE RESTRICTION TERMINATION DATE”) REPRESENTS THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY OF THEIR AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY OF THEIR SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "“QUALIFIED INSTITUTIONAL BUYER" (” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER FOR THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE ACCOUNT OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN COMPLIANCE WITH RELIANCE ON RULE 144A 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR 1 To be included only if the Note is issued in global form. XXXXXXX XXX XXXXXX XXXXXX WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (CE) INSIDE THE UNITED STATES TO AN INSTITUTIONAL “ACCREDITED INVESTOR (AS DEFINED IN INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3), ) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES OR (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (EF) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (AND BASED UPON E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL IF XXXX FOOD COMPANYCOUNSEL, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS CERTIFICATION AND/OR OTHER INFORMATION AS EITHER SATISFACTORY TO EACH OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THEM. THIS LEGEND WILL BE REMOVED UPON THE REGISTRATION REQUIREMENTS REQUEST OF THE SECURITIES ACTHOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREINXXXXXX PUBLISHING GROUP, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACTLLC XXXXXX PUBLISHING FINANCE CO. XXXX FOOD COMPANY, INC. 8-7/87% SENIOR SUBORDINATED NOTE DUE 2011 2013 CUSIP No.______________________ . No._______________ $______________________________ . $ Interest Payment Dates: March 15 February 1 and September 15 August 1 Record Dates: March 1 January 15 and September 1 XXXX FOOD COMPANYJuly 15 XXXXXX PUBLISHING GROUP, INCLLC, a Georgia limited liability company (the “Company”), and XXXXXX PUBLISHING FINANCE CO., a Delaware Georgia corporation (“Xxxxxx Finance” and, together with the "Company, the “Issuers," ” which term includes any successor corporation entity under the indenture Indenture hereinafter referred to to), as joint and several obligors, for value received, promises promise to pay to ____________________________________________________ CEDE & CO., or registered assigns, the principal sum of _____________________ Dollars on March 15August 1, 20112013. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Oak Ridger LLC)
Qualification of Indenture. The Company Issuers and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuers, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY108 REABLE THERAPEUTICS FINANCE LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer REABLE THERAPEUTICS FINANCE CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer REABLE THERAPEUTICS LLC By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer ENCORE MEDICAL PARTNERS, INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxx ---------------------------------- Xxxxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxx Xxxxxxxxx Title: President Executive Vice President, General Counsel, Secretary and COO XXXXX FARGO BANKAssistant Treasurer ENCORE MEDICAL GP, NATIONAL ASSOCIATIONINC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer ENCORE MEDICAL, LP By: ENCORE MEDICAL GP, INC., its general partner By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer ENCORE MEDICAL ASSET CORP. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer EMPI, INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer EMPI CORP. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer EMPICARE, INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer IOMED, LLC By: EMPI CORP., its sole member By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel, Secretary and Assistant Treasurer DJO INCORPORATED By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President, General Counsel and Secretary DJO, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President, General Counsel and Secretary THE BANK OF NEW YORK, a New York banking corporation, as Trustee By: /s/ Xxxxx Xxxx XxXxxxxx ---------------------------------- Name: Xxxxx Xxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE ([Face of Note) XXXX FOOD COMPANY] [Insert the Global Note Legend, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ] [[RULE 144A][REGULATION S] GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYrepresenting up to $ ] 107/8% Senior Notes due 2014 No. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK [$ ] REABLE THERAPEUTICS FINANCE LLC REABLE THERAPEUTICS FINANCE CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF promises to pay to CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum [of _____________________ Dollars United States Dollars] [as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto,] on March November 15, 20112014. Reference Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: REABLE THERAPEUTICS FINANCE LLC By: Name: Title: REABLE THERAPEUTICS FINANCE CORPORATION By: Name: Title: This is hereby made one of the Notes referred to in the further provisions within-mentioned Indenture: THE BANK OF NEW YORK, a New York banking corporation, as Trustee By: Authorized Signatory [Back of this Note set forth on the reverse hereof, which further provisions Note] 107/8% Senior Notes due 2014 Capitalized terms used herein shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Qualification of Indenture. The Company Issuers and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuers, the Trustee Guarantors, the Agents and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee and the Agents, as applicable, shall be entitled to receive from the Company Issuers and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it they may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY, INC. [Signatures on following pages] PBF HOLDING COMPANY LLC PBF FINANCE CORPORATION By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Xxxxx Name: Xxxxxxxx X. Xxxx Xxxxx Title: Senior Vice President & Chief Financial Officer PBF SERVICES COMPANY LLC PBF INVESTMENTS LLC DELAWARE CITY REFINING COMPANY LLC PBF POWER MARKETING LLC PAULSBORO REFINING COMPANY LLC TOLEDO REFINING COMPANY LLC TORRANCE REFINING COMPANY LLC PBF ENERGY WESTERN REGION LLC TORRANCE LOGISTICS COMPANY LLC CHALMETTE REFINING, L.L.C. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President & Chief Financial Officer Signature Page to Senior Indenture DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar, Transfer Agent and COO XXXXX FARGO BANKAuthenticating Agent By: Deutsche Bank National Trust Company By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President Signature Page to Senior Indenture WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxxx Name: Xxxxx XxXxxxxx Xxxxxxxx Title: Assistant Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE ([Face of Note) XXXX FOOD COMPANY] [Insert the Global Note Legend, INC. 8-7/8% SENIOR if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]1 [RULE 144A][REGULATION S] [GLOBAL] NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ [representing up to $___________________________]2 7.25% Senior Notes due 2025 No. ___ Interest Payment Dates: March 15 PBF HOLDING COMPANY LLC and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises PBF FINANCE CORPORATION promise to pay to ____________________________________________________ [CEDE & CO.] or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note [set forth on the reverse hereofSchedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars]3 on June 15, which further provisions shall for all purposes 2025. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 1 Rule 144A Note CUSIP: 69318F AF5 Rule 144A Note ISIN: US69318FAF53 Regulation S Note CUSIP: U70453 AC6 Regulation S Note ISIN: USU70453AC61 Exchange Note CUSIP: 69318F AG3 Exchange Note ISIN: US69318FAG37 2 Not to be included on Global Note 3 Not to be included on Global Note IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: [ ], 20[ ] PBF HOLDING COMPANY LLC By: Name: Title: PBF FINANCE CORPORATION By: Name: Title: This is one of the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee Notes referred to on in the reverse hereof by manual signaturewithin-mentioned Indenture: DEUTSCHE BANK TRUST COMPANY AMERICAS, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.as Paying Agent, Registrar, Transfer Agent and Authenticating Agent By: Deutsche Bank National Trust Company By: Name: Title: Dated: [ ], 20[ ] [Back of Note]
Appears in 1 contract
Samples: Indenture (PBF Holding Co LLC)
Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the Company, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. [Signatures on following page] SIGNATURES XXXX FOOD COMPANYAMERICAN ACHIEVEMENT CORPORATION By: /s/ Xxxxx Xxxxx --------------------------------------------- Name: Xxxxx Xxxxx Title: President and Chief Executive Officer THE BANK OF NEW YORK, as Trustee By: /s/ Van X. Xxxxx --------------------------------------------- Name: Van X. Xxxxx Title: Vice President -95- THE GUARANTORS COMMEMORATIVE BRANDS, INC. By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Xxxxx Xxxxx --------------------------------------------- Name: Xxxxxxxx X. Xxxx Xxxxx Xxxxx Title: President and COO XXXXX FARGO BANKChief Executive Officer CBI NORTH AMERICA, NATIONAL ASSOCIATION, as Trustee INC. By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxx --------------------------------------------- Name: Xxxxx XxXxxxxx Xxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO and Chief Executive Officer XXXXXX SENIOR HOLDINGS CORP. By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Xxxxx Xxxxx --------------------------------------------- Name: C. Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Vice President and Chief Executive Officer XXXXXX PUBLISHING COMPANY By: /s/ Xxxxx Xxxxx --------------------------------------------- Name: Xxxxx Xxxxx Title: President and Chief Executive Officer TP HOLDING CORP. By: /s/ Xxxxx Xxxxx --------------------------------------------- Name: Xxxxx Xxxxx Title: President and Chief Executive Officer -96- XXXXXX PRODUCTION SERVICES, L.P. By: Xxxxxx Publishing Company, its General Partner By: /s/ Xxxxx Xxxxx --------------------------------------------- Name: Xxxxx Xxxxx Title: President and Chief Executive Officer EDUCATIONAL COMMUNICATIONS, INC. By: /s/ Xxxxxxx X. Bench --------------------------------------------- Name: Xxxxxxx X. Bench Title: Chief Financial Officer SCHEDULE A Calazo Corporation AG 1970Commemorative Brands, Inc. AG 1971CBI North America, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Xxxxxx Senior Holdings Corp. Xxxxxx Publishing Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics TP Holding Corp. Xxxxxx Production Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska FisheriesL.P. Educational Communications, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8AMERICAN ACHIEVEMENT CORPORATION 11 5/8% SENIOR NOTE DUE 2011 2007 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. HEREIN.](1) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR ), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER REGULATION S UNDER THE SECURITIES ACTACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. AMERICAN ACHIEVEMENT CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN ---------- (1) To be included only if the Note is issued in global form. REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. AMERICAN ACHIEVEMENT CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. AMERICAN ACHIEVEMENT CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8AMERICAN ACHIEVEMENT CORPORATION 11 5/8% SENIOR NOTE DUE 2011 2007 CUSIP No.______________________ . ----------------- No._______________ $______________________________ . $ ------------- ------------------------- Interest Payment Dates: March 15 January 1 and September 15 July 1 Record Dates: March 1 December 15 and September 1 XXXX FOOD COMPANY, INC.June 15 AMERICAN ACHIEVEMENT CORPORATION, a Delaware corporation (the "CompanyCOMPANY," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, received promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15January 1, 20112007. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Commemorative Brands Inc
Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the Company, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES XXXX FOOD COMPANY, INC. INTERMET CORPORATION By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Xxxxxxxxx ----------------------------------- Name: Xxxxxxxx X. Xxxx Xxxxxxxxx Title: Chairman of the Board and Chief Executive Officer By: /s/ Xxxxxxx Xxxxxxxxx ----------------------------------- Name: Xxxxxxx Xxxxxxxxx Title: Vice President Finance and COO XXXXX FARGO BANK, Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxx Xxxxxxxx ----------------------------------- Name: Xxxxx XxXxxxxx Xxxx Xxxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO GUARANTORS: LYNCHBURG FOUNDRY COMPANY NORTHERN CASTINGS CORPORATION IRONTON IRON, INC. INTERMET U.S. HOLDING, INC. COLUMBUS FOUNDRY, L.P. BY: INTERMET U.S. HOLDING, INC. its General Partner SUDM, INC. ALEXANDER CITY CASTING COMPANY, INC. TOOL PRODUCTS, INC. SUDBURY, INC. CAST-MATIC CORPORATION XXXXXX P.M.C., INCORPORATED XXXXXX CASTINGS COMPANY XXXXXX HAVANA, INC. DIVERSIFIED DIEMAKERS, INC. GANTON TECHNOLOGIES, INC. By: /s/ C. Xxxxxxx Xxxx X. Xxxxxx ---------------------------------- ----------------------------------- Name: C. Xxxxxxx Xxxx X. Xxxxxx Title: Vice President and Secretary By: /s/ Xxxxxxx Xxxxxxxxxx ----------------------------------- Name: Xxxxxxx Xxxxxxxxxx Title: Treasurer SCHEDULE A Calazo Guarantors of the Securities Jurisdiction of Name Organization ---- ------------ Lynchburg Foundry Company Virginia Northern Castings Corporation AG 1970Georgia Ironton Iron, Inc. AG 1971Ohio Intermet U.S. Holding, Inc. AG 1972Delaware Columbus Foundry, L.P. Delaware SUDM, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Michigan Alexander City Casting Company, Inc. Lindero Headquarters CompanyAlabama Tool Products, Inc. Lindero PropertyDelaware Sudbury, Inc. Oceanview Produce Delaware Cast-Matic Corporation Michigan Xxxxxx P.M.C., Incorporated Illinois Xxxxxx Castings Company Prairie VistaDelaware Xxxxxx Havana, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia)Delaware Diversified Diemakers, Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight OperationsDelaware Ganton Technologies, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. Illinois EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 INTERMET CORPORATION [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. HEREIN.](1) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR ), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER REGULATION S UNDER THE SECURITIES ACTACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED ---------- (1) To be included only if the Note is issued in global form. INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. INTERMET CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INTERMET CORPORATION IF XXXX FOOD COMPANY, INC. INTERMET CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. INTERMET CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 INTERMET CORPORATION CUSIP No.______________________ . ------------------ No._______________ $______________________________ . $ -------- -------------------------- Interest Payment Dates: March June 15 and September December 15 Record Dates: March June 1 and September December 1 XXXX FOOD COMPANY, INC.INTERMET CORPORATION, a Delaware Georgia corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to to), for value received, received promises to pay to ______________________________________ _______________ or registered assigns, the principal sum of _____________________ Dollars on March June 15, 20112009. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Ironton Iron Inc
Qualification of Indenture. The Company Issuer and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Series B Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuer, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Series B Notes and printing this Indenture and the Series B Notes. The Trustee shall be entitled to receive from the Company Issuer and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANYISSUER: Clear Channel Worldwide Holdings, Inc. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary GUARANTORS: Clear Channel Outdoor Holdings, Inc. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Treasurer 1567 MEDIA LLC CLEAR CHANNEL ADSHEL, INC. CLEAR CHANNEL OUTDOOR, INC. CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA CLEAR CHANNEL SPECTACOLOR, LLC IN - TER - SPACE SERVICES, INC. OUTDOOR MANAGEMENT SERVICES, INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxx ---------------------------------- Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxx Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary [Series B – Indenture] U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [Series B – Indenture] EXHIBIT A [Face of Series B Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS [—]. INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF THE ISSUER AT 000 XXXX XXXXX XXXX, XXX XXXXXXX, XX 00000.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $1,989,250,000 6.50% Series B Senior Notes due 2022 No. [$ ] CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as the Issuer promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on November 15, 2022. Interest Payment Dates: May 15 and COO XXXXX FARGO BANKNovember 15 Record Dates: May 1 and November 1 1 Rule 144A Note CUSIP: 18451Q AK4 Rule 144A Note ISIN: US18451QAK40 Regulation S Note CUSIP: U18294 AF2 Regulation S Note ISIN: USU18294AF29 Exchange Note CUSIP: Exchange Note ISIN: IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as Issuer By: Name: Title: This is one of the Series B Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face Authorized Signatory [Back of Series B Note) XXXX FOOD COMPANY, INC. 8-7/8] 6.50% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions Series B Senior Notes due 2022 Capitalized terms used herein shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions 98 SECTION 12.14. Table of the Registration Rights Contents; Headings..........................99 Exhibit A - Form of Initial Security Exhibit B - Form of New Security Exhibit C - Form of Collateral Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the Company, the Trustee and the Holders Exhibit D - Form of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses Second Priority Mortgage Exhibit E - Form of qualification Guarantor Supplement Exhibit F - Form of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions Certificate of Counsel or other documentation as it may reasonably request in connection with any such qualification Transfer Exhibit G - Form of this Indenture under the TIA. SIGNATURES XXXX FOOD COMPANY, INC. By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Name: Xxxxxxxx X. Xxxx Title: President and COO XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face Certificate of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE Exchange This INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYdated as of November 24, A NEW YORK CORPORATION ("DTC")1998, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 is entered by and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANYamong HARVARD INDUSTRIES, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to "), for value receivedXXXXXXX-XXXXXX, promises to pay to ____________________________________________________ or registered assignsINC., a Delaware corporation, HARVARD TRANSPORTATION CORPORATION, a Michigan corporation, XXXXXXX-XXXXXX GREENEVILLE, INC., a Delaware corporation, POTTSTOWN PRECISION CASTING, INC., a Delaware corporation, XXXXXXX-XXXXXX TECHNOLOGIES, INC., a Delaware corporation, XXXXXXX-XXXXXX TOLEDO, INC., a Delaware corporation, XXXXXX AUTOMOTIVE, INC., a Michigan corporation, XXXXX-ALBION CORPORATION, a Michigan corporation, and THE XXXXXXXX-XXXXXX CORPORATION, a New Hampshire corporation (collectively, the principal sum "Subsidiary Guarantors") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"). Each party agrees as follows for the benefit of _____________________ Dollars on March 15the other parties and for the equal and ratable benefit of the Securityholders of the Company's 14 1/2% Senior Secured Notes Due 2003 (the "Initial Securities") and, 2011. Reference is hereby made to if and when issued in exchange for Initial Securities as provided in the further provisions of this Note set forth on Registration Rights Agreement, the reverse hereofCompany's Series B 14 1/2% Senior Secured Notes Due 2003 (the "New Securities"and, which further provisions shall for all purposes have together with the same effect as set forth at this place. Unless Initial Securities, the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose."Securities"):
Appears in 1 contract
Qualification of Indenture. The Company Issuer and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Series A Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuer, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Series A Notes and printing this Indenture and the Series A Notes. The Trustee shall be entitled to receive from the Company Issuer and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANYISSUER: Clear Channel Worldwide Holdings, Inc. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary GUARANTORS: Clear Channel Outdoor Holdings, Inc. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Treasurer 1567 MEDIA LLC CLEAR CHANNEL ADSHEL, INC. CLEAR CHANNEL OUTDOOR, INC. CLEAR CHANNEL OUTDOOR HOLDINGS COMPANY CANADA CLEAR CHANNEL SPECTACOLOR, LLC IN - TER - SPACE SERVICES, INC. OUTDOOR MANAGEMENT SERVICES, INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxx ---------------------------------- Xxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxx Xxxxxxx Title: Senior Vice President, Treasurer and Assistant Secretary [Series A – Indenture] U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [Series A – Indenture] EXHIBIT A [Face of Series A Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS [—]. INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF THE ISSUER AT 000 XXXX XXXXX XXXX, XXX XXXXXXX, XX 00000.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $735,750,000 6.50% Series A Senior Notes due 2022 No. [$ ] CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as the Issuer promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on November 15, 2022. Interest Payment Dates: May 15 and COO XXXXX FARGO BANKNovember 15 Record Dates: May 1 and November 1 1 Rule 144A Note CUSIP: 18451Q AJ7 Rule 144A Note ISIN: US18451QAJ76 Regulation S Note CUSIP: U18294 AE5 Regulation S Note ISIN: USU18294AE53 Exchange Note CUSIP: Exchange Note ISIN: IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: CLEAR CHANNEL WORLDWIDE HOLDINGS, INC. as Issuer By: Name: Title: This is one of the Series A Notes referred to in the within-mentioned Indenture: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Name: Xxxxx XxXxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE Authorized Signatory [Back of Series A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE Note] 6.50% Series A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions Senior Notes due 2022 Capitalized terms used herein shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Qualification of Indenture. The Company Issuers and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuers, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY, 144 AVAGO TECHNOLOGIES FINANCE PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES U.S. INC By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. By: /s/ Xxxxxxxx Kxxxxxx X. Xxxx ---------------------------------- Xxx Name: Xxxxxxxx Kxxxxxx X. Xxxx Xxx Title: Vice President and COO XXXXX FARGO BANK[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SIGNAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES ECBU IP (SIGNAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SIGNAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., NATIONAL ASSOCIATIONas U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Vice President [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES (MALAYSIA) SDN BHD (Company No: 704181-P), as Malaysian Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION (Company No: LL05008), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION (Company No: LL05006), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES FIBER HOLDING (LABUAN) CORPORATION (Company No: LL05009), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION (Company No: LL0507), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION (Company No: LL05005), as Labuan Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES JAPAN, LTD., as Japanese Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES CANADA CORPORATION, as Canadian Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Secretary AVAGO TECHNOLOGIES MEXICO, S. DE R.X. DE C.V., as Mexican Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES U.K. LTD., as U.K. Guarantor By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES GMBH, as German Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Managing Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor By: /s/ Kxxxxxx X. Xxx Name: Kxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Sxxxxxxxx Xxxxxxx Name: Xxxxx XxXxxxxx Sxxxxxxxx Xxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.Assistant Treasurer
Appears in 1 contract
Samples: Indenture (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Qualification of Indenture. The Company and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the Company, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Senior Notes and printing this Indenture and the Senior Notes. The Trustee shall be entitled to receive from the Company and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY, INC. HAWKER BEECHCRAFT ACQUISITION COMPANY LLC By: /s/ Xxxxxxxx Xxxxx X. Xxxx ---------------------------------- Xxxxxxx Name: Xxxxxxxx X. Xxxx Title: President and COO HAWKER BEECHCRAFT NOTES COMPANY By: /s/ Xxxxx X. Xxxxxxx Name: Title: SENIOR INDENTURE EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO By: /s/ Xxxxx X. Xxxxxxx Name: Title: Authorized Signatory SENIOR INDENTURE XXXXX FARGO BANK, NATIONAL ASSOCIATIONN.A., as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxx X. X’Xxxxxxx Name: Xxxxx XxXxxxxx Xxxxxx X. X’Xxxxxxx Title: Vice President THE GUARANTORS NAMED IN SENIOR INDENTURE SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo I Raytheon Aircraft Finance Corporation AG 1970Arkansas Aerospace, Inc. AG 1971Raytheon Aircraft Company Raytheon Aircraft Parts Inventory and Distribution Company, LLC Raytheon Aircraft Quality Support Company Raytheon Aircraft Regional Offices, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Beechcraft Aviation Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Raytheon Aircraft Services, Inc. Dole Ocean Cargo ExpressRaytheon Aircraft Charter and Management, Inc. Travel Air Insurance Company, Ltd. Travel Air Insurance Company (DOCEKansas) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (A-1 [Face of Senior Fixed Rate Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A ] CUSIP [ ] ISIN [ ] [RULE 144A][REGULATION S] GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY8.500% Senior Fixed Rate Notes due 2015 No. THIS NOTE IS NOT EXCHANGEABLE FOR [$ ] HAWKER BEECHCRAFT ACQUISITION COMPANY LLC HAWKER BEECHCRAFT NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURECOMPANY promises to pay to [ ] or registered assigns, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREthe principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on April 1, 2015. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: April 1 and October 1 Record Dates: March 15 and September 15 Record DatesDated: March 1 and September 1 XXXX FOOD COMPANY[ ], INC., a Delaware corporation (20[ ] HAWKER BEECHCRAFT ACQUISITION COMPANY LLC By: Name: Title: HAWKER BEECHCRAFT NOTES COMPANY By: Name: Title: This is one of the "Company," which term includes any successor corporation under the indenture hereinafter Senior Fixed Rate Notes referred to )in the within-mentioned Indenture: XXXXX FARGO BANK, for value receivedN.A., promises to pay to ____________________________________________________ or registered assignsas Trustee By: Authorized Signatory [Back of Senior Fixed Rate Note] 8.500% Senior Fixed Rate Notes due 2015 [Insert the Global Note Legend, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made if applicable pursuant to the further provisions of this the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note set forth on Legend, if applicable pursuant to the reverse hereof, which further provisions of the Indenture] Capitalized terms used herein shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Qualification of Indenture. The Company Issuers shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the CompanyIssuers, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. [Signatures on following page] SIGNATURES XXXX FOOD COMPANYADVANCED ACCESSORY SYSTEMS, INC. LLC By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Xxxxx Xxxxxx ------------------------------------- Name: Xxxxxxxx X. Xxxx Xxxxx Xxxxxx Title: President and COO XXXXX FARGO BANK, NATIONAL ASSOCIATIONSecretary AAS CAPITAL CORPORATION By: /s/ Xxxxx Xxxxxx ------------------------------------- Name: Xxxxx Xxxxxx Title: Chairman BNY MIDWEST TRUST COMPANY, as Trustee By: /s/ Xxxxxxx Xxxxxxxxx ------------------------------------- Name: Xxxxxxx Xxxxxxxxx Title: Assistant Vice President -72- THE GUARANTORS CHAAS ACQUISITIONS, LLC By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxx ------------------------------------- Name: Xxxxx XxXxxxxx Xxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO AAS ACQUISITIONS, LLC By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Xxxxxxxx ------------------------------------- Name: C. Xxxxxxx Xxxxxx Xxxxxxxx Title: President VALLEY INDUSTRIES, LLC By: /s/ Xxxxx Xxxxxx ------------------------------------- Name: Xxxxx Xxxxxx Title: Vice President Secretary VALTEK LLC By: /s/ Xxxxx Xxxxxx ------------------------------------- Name: Xxxxx Xxxxxx Title: Secretary SPORTRACK, LLC By: /s/ Xxxxx Xxxxxx ------------------------------------- Name: Xxxxx Xxxxxx Title: Secretary SCHEDULE A Calazo Corporation AG 1970CHAAS Acquisitions, Inc. AG 1971LLC AAS Acquisitions, Inc. AG 1972LLC Valley Industries, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx XxxxxLLC Valtek LLC Sportrack, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. LLC EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANYADVANCED ACCESSORY SYSTEMS, INC. 8-7/8LLC AAS CAPITAL CORPORATION 10 3/4% SENIOR NOTE DUE 2011 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. HEREIN.](1) THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANYADVANCED ACCESSORY SYSTEMS, INC. LLC OR AAS CAPITAL CORPORATION OR ANY SUBSIDIARY THEREOF, OF THEIR SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), ) OR (7) UNDER THE SECURITIES ACT, ACT (AN "ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED ---------- (1) To be included only if the Note is issued in global form. STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANYADVANCED ACCESSORY SYSTEMS, INC. LLC OR AAS CAPITAL CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANYTRUSTEE, INC. ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANYADVANCED ACCESSORY SYSTEMS, INC. 8-7/8LLC AAS CAPITAL CORPORATION 10 3/4% SENIOR NOTE DUE 2011 CUSIP No.___. ___________________ No._. ______________ $______________________________ Interest Payment Dates: March June 15 and September December 15 Record Dates: March June 1 and September December 1 XXXX FOOD ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited liability company (the "COMPANY"), INC.and AAS CAPITAL CORPORATION, a Delaware corporation ("AAS" and, together with the Company, the "CompanyISSUERS," which term includes any successor corporation entity under the indenture Indenture hereinafter referred to to), as joint and several obligors, for value received, promises promise to pay to ____________________________________________________ , or registered assigns, the principal sum of _____________________ Dollars on March June 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.. [Signatures on following page]
Appears in 1 contract
Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company, the Trustee Company and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. SIGNATURES XXXX FOOD COMPANY, OMNOVA SOLUTIONS INC. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx ---------------------------------- Xxxxx ------------------------------ Name: Xxxxxxxx Xxxxxxx X. Xxxx Xxxxx Title: Senior Vice President and COO XXXXX FARGO BANK, NATIONAL ASSOCIATIONChief Financial Officer THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxxx Xxxxxxxxx ------------------------------ Name: Xxxxx XxXxxxxx Xxxxxxxx Xxxxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, OMNOVA SOLUTIONS INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR ), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 904 UN- DER 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, OMNOVA SOLUTIONS INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, OMNOVA SOLUTIONS INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, OMNOVA SOLUTIONS INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March 15, 2011. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
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Samples: Indenture (Omnova Solutions Inc)
Qualification of Indenture. The Company Issuers and the Guarantors shall qualify this Indenture under the TIA Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the CompanyIssuers, the Trustee Guarantors and the Holders of the NotesTrustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company Issuers and the Guarantors any such Officers' Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIATrust Indenture Act. SIGNATURES XXXX FOOD COMPANY, AVAGO TECHNOLOGIES FINANCE PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FINANCE PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES U.S. INC By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxx ---------------------------------- Xxx Name: Xxxxxxxx Xxxxxxx X. Xxxx Xxx Title: Vice President and COO XXXXX FARGO BANK[SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES GENERAL IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ECBU IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. ) ) ) was hereunto affixed [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED The Common Seal of AVAGO TECHNOLOGIES INTERNATIONAL SALES PTE. LIMITED ) ) ) was hereunto affixed [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES WIRELESS IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES IMAGING IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES ENTERPRISE IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES STORAGE IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. The Common Seal of AVAGO TECHNOLOGIES FIBER IP (SINGAPORE) PTE. LTD. was hereunto affixed ) ) ) [Seal] /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., NATIONAL ASSOCIATIONas U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES STORAGE (U.S.A.) INC., as U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES WIRELESS (U.S.A.) INC., as U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President AVAGO TECHNOLOGIES U.S. R&D INC., as U.S. Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES (MALAYSIA) SDN BHD (Company No: 704181-P), as Malaysian Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES WIRELESS HOLDING (LABUAN) CORPORATION (Company No: LL05008), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES IMAGING HOLDING (LABUAN) CORPORATION (Company No: LL05006), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES FIBER HOLDING (LABUAN) CORPORATION (Company No: LL05009), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES STORAGE HOLDING (LABUAN) CORPORATION (Company No: LL0507), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director AVAGO TECHNOLOGIES ENTERPRISE HOLDING (LABUAN) CORPORATION (Company No: LL05005), as Labuan Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES WIRELESS HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES STORAGE HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director AVAGO TECHNOLOGIES IMAGING HOLDINGS B.V., as Dutch Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES JAPAN, LTD., as Japanese Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES CANADA CORPORATION, as Canadian Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Secretary AVAGO TECHNOLOGIES MEXICO, S. DE X.X. DE C.V., as Mexican Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Attorney-in-fact AVAGO TECHNOLOGIES U.K. LTD., as U.K. Guarantor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director AVAGO TECHNOLOGIES GMBH, as German Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] AVAGO TECHNOLOGIES ITALY S.R.L., as Italian Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director [SIGNATURE PAGE TO SENIOR SUBORDINATED INDENTURE] THE BANK OF NEW YORK, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Xxxxxxxxx Xxxxxxx Name: Xxxxx XxXxxxxx Xxxxxxxxx Xxxxxxx Title: Vice President THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx, Inc. Calicahomes, Inc. California Polaris, Inc. Dole ABPIK, Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx Xxxxxx, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange Association, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations, Inc. Xxxx Fresh Flowers, Inc. Dole Northwest, Inc. Dole Sunfresh Express, Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. Assistant Treasurer EXHIBIT A FORM OF SERIES A NOTE ([Face of Note) XXXX FOOD COMPANY] [Insert the Global Note Legend, INC. 8-if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ]1 ISIN [ ] [[RULE 144A] [REGULATION S] GLOBAL NOTE representing up to $ 11 7/8% SENIOR NOTE DUE 2011 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARYSenior Subordinated Notes due 2015 No. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE[$ ] AVAGO TECHNOLOGIES FINANCE PTE. LTD., AND NO TRANSFER OF THIS SECURITY AVAGO TECHNOLOGIES U.S. INC., AVAGO TECHNOLOGIES WIRELESS (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARYU.S.A.) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYMANUFACTURING INC., A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF promise to pay to CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 CUSIP No.______________________ No._______________ $______________________________ Interest Payment Dates: March 15 and September 15 Record Dates: March 1 and September 1 XXXX FOOD COMPANY, INC., a Delaware corporation (the "Company," which term includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ United States Dollars on March 15December 1, 20112015. Reference Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 1 Rule 144A Note CUSIP: 05336X AC 5 Rule 144A Note ISIN: US05336XAC56 Regulation S Note CUSIP: X00000XX0 Regulation S Note ISIN: USU05212AC69 Exchange Note CUSIP: 05336X AF 8 Exchange Note ISIN: US05336XAF87 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: December 1, 2005 AVAGO TECHNOLOGIES FINANCE PTE. LTD. By: Name: Title: AVAGO TECHNOLOGIES U.S. INC. By: Name: Title: AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., By: Name: Title: This is hereby made one of the Notes referred to in the further provisions within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: Authorized Signatory [Back of this Note set forth on the reverse hereof, which further provisions Note] 11 7/8% Senior Subordinated Notes due 2015 Capitalized terms used herein shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred meanings assigned to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under them in the Indenture referred to on the reverse hereof or be valid or obligatory for any purposebelow unless otherwise indicated.
Appears in 1 contract
Samples: Indenture (Avago Technologies LTD)
Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees for the Company, the Trustee and the Holders of the Notes) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. [Signatures on following page] -122- SIGNATURES XXXX DOLE FOOD COMPANY, INC. By: /s/ Xxxxxxxx X. Xxxx ---------------------------------- Xxxhard J. Dahl --------------------------------------- Name: Xxxxxxxx X. Xxxx Richard J. Dahl Title: President and COO XXXXX VP anx X.X.X. WELLS FARGO BANK, NATIONAL ASSOCIATIONASSOCXXXXXN, as Trustee By: /s/ Xxxxx XxXxxxxx ---------------------------------- Frank McDonald --------------------------------------- Name: Xxxxx XxXxxxxx Frank McDonald Title: Vice President Pxxxxxxxx THE GUARANTORS NAMED IN SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Richard J. Dahl --------------------------------------- Name: C. Xxxxxxx Xxxxxx Richard J. Dahl Title: Vice President V.P. SCHEDULE A Calazo Corporation AG 1970, Inc. AG 1971, Inc. AG 1972, Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Barclay Hollander Corporation Xxx XxxxxBud Antle, Inc. Calicahomes, Inc. California PolarisCalifxxxxx Xxxxxxx, Inc. Xxc. Dole ABPIK, Inc. Dole Xxx. Xxle Arizona Dried Fruit and Nut Company Dole Asia, Inc. Dole Carrot Company Dole Citrus Dole DF&N, Inc. Xxxx Dole Dried Fruit and Nut Company, a California General Partnership Dole Farming, Inc. Dole Fresh Vegetables, Inc. Xxxx XxxxxxDole Orland, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest Orange AssociationOranxx Xxxxxxxxion, Inc. Fallbrook Citrus Company, Inc. Lindero Headquarters Company, Inc. Lindero Property, Inc. Oceanview Produce Company Prairie Vista, Inc. Royal Packing Co. Xxxxxxx Veltman Terminal Co. Bananera Antillana (Colombia), Inc. Clovis Citrus Association Citrux Xxxxxiation Delphinium Corporation Dole Europe Company Xxxx Dole Foods Flight Operations, Inc. Xxxx Dole Fresh Flowers, Inc. Dole NorthwestNortxxxxt, Inc. Dole Sunfresh Express, Inc. Xxx. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce, Inc. West Foods, Inc. Cool Advantage, Inc. Cool Care, Inc. Flowernet Inc. Saw Grass Transport, Inc. Blue Anthurium, Inc. Cerulean, Inc. Dole Diversified, Inc. Dole Land Company, Inc. Dole Packaged Foods Corporation Intervest, Inc. La Petite d'Agen, Inc. MK Development, Inc. Malaga Company, Inc. Muscat, Inc. Oahu Transport Company, Limited Wahiawa Water Company, Inc. Waialua Sugar Company, Inc. Zante Currant, Inc. Diversified Imports Co. Dole Assets, Inc. Dole Fresh Fruit Company Dole Holdings, Inc. Dole Logistics Services, Inc. Dole Ocean Cargo Express, Inc. (DOCE) Dole Ocean Liner Express, Inc. Renaissance Capital Corporation Sun Giant, Inc. DNW Services Company Pacific Coast Truck Company Pan-Alaska Fisheries, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX DOLE FOOD COMPANY, INC. 87-7/81/4% SENIOR NOTE DUE 2011 NOTX XXE 2010 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UN- DER UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO XXXX DOLE FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED UNIXXX STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF XXXX DOLE FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION XXXISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX DOLE FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION XXXXRMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. XXXX A-2 DOLE FOOD COMPANY, INC. 87-7/81/4% SENIOR NOTE DUE 2011 NOTX XXE 2010 CUSIP No.______________________ . --------------- No._______________ $______________________________ . $ ---- -------------------------- Interest Payment Dates: March June 15 and September December 15 Record Dates: March June 1 and September December 1 XXXX DOLE FOOD COMPANY, INC., a Delaware corporation (the "Company," which term xxxm includes any successor corporation under the indenture hereinafter referred to ), for value received, promises to pay to ____________________________________________________ or registered assigns, the principal sum of _____________________ Dollars on March June 15, 20112010. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Dole Food Company Inc
