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: Indenture (Dole Food Co Inc), Indenture (Dole Food Company Inc), Indenture (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 ~~Company~~Issuer, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~ISSUER: 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 BANK~~Secretary 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 1970~~Chief Financial Officer Clear Channel Adshel, Inc. ~~AG 1971~~By: /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 1972~~LLC 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 Express~~By: /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 ~~Company~~Issuer, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~ISSUER: 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 BANK~~Secretary 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 1970~~Chief Financial Officer Clear Channel Adshel, Inc. ~~AG 1971~~By: /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 1972~~LLC 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 Express~~By: /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 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 COMPANY~~AMERICAN 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 BANK~~Chief 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 1970~~Commemorative Brands, Inc. ~~AG 1971~~CBI 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 Fisheries~~L.P. Educational Communications, Inc. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) ~~XXXX FOOD COMPANY, INC. 8-7/8~~AMERICAN 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 ~~ACT~~ACT 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. 8-7/8~~AMERICAN 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 "~~Company~~COMPANY," 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 15~~January 1, ~~2011~~2007. 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 (Commemorative Brands 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 ~~Company~~Issuers, 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 COMPANY~~XXXXXX 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: 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~~Yankton Printing Company Broadcaster Press, Inc. ~~AG 1971~~The Sun Times, LLC Xxxxx News, LLC Log Cabin Democrat, LLC Athens Newspapers, LLC Southeastern Newspapers Company, LLC Xxxxxxxx Communications, Inc. ~~AG 1972~~Florida Publishing Company Southwestern Newspapers Company, L.P. Fall Line Publishing, Inc. ~~Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx~~The Blue Springs Examiner, ~~Inc. Calicahomes~~LLC The Examiner of Independence, ~~Inc. California Polaris~~LLC The Xxxxxx Kansan, ~~Inc. Dole ABPIK~~LLC Oak Grove Shopper, ~~Inc. Dole Arizona Dried Fruit and Nut Company Dole Asia~~LLC 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 Vista~~LLC 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. EXHIBIT A FORM OF SERIES A NOTE (Face of Note) XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 LLC [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"”), ~~AND~~OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, ~~ACCORDINGLY~~SOLD, ~~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 OF~~HOLDER 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 COMPANY~~COUNSEL, 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 ACT~~HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. ~~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~~No. ~~XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 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 COMPANY~~July 15 XXXXXX PUBLISHING GROUP, ~~INC~~LLC, 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 15~~August 1, ~~2011~~2013. 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 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 ~~ASSOCIATION~~ASSOCXXXXXN, 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 Xxxxx~~Bud Antle, Inc. Calicahomes, Inc. ~~California Polaris~~Califxxxxx 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 Xxxxxx~~Dole Orland, Inc. Dole Visage, Inc. E. T. Wall Company Earlibest ~~Orange Association~~Oranxx 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 ~~Northwest~~Nortxxxxt, 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-~~7/8~~1/4% 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-~~7/8~~1/4% 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, ~~2011~~2010. 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 (Dole Food Company 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 ~~Company~~Issuers, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY,~~ 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 BANK~~AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC. By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Vice President 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 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 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 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 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 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 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 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 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 AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., ~~NATIONAL ASSOCIATION~~as 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 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 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 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 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 AVAGO TECHNOLOGIES GMBH, as German Guarantor By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Managing Director 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 1970Assistant Treasurer [Insert the Global Note Legend, ~~Inc. AG 1971~~if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ~~Inc. AG 1972~~if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, 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 if applicable pursuant to the provisions of ~~Note) XXXX FOOD COMPANY, INC~~the Indenture] ISIN [ ]1 10 1/8% Senior Notes due 2013 No. 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 [$ ] 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 15~~December 1, ~~2011~~2013. ~~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 of this Note set forth on the reverse hereof~~within-mentioned Indenture: THE BANK OF NEW YORK, ~~which further provisions~~ as Trustee By: 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 purpose~~below 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 ~~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 1970~~Georgia Ironton Iron, Inc. ~~AG 1971~~Ohio Intermet U.S. Holding, Inc. ~~AG 1972~~Delaware 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 Company~~Alabama Tool Products, Inc. ~~Lindero Property~~Delaware Sudbury, Inc. ~~Oceanview Produce~~ Delaware Cast-Matic Corporation Michigan Xxxxxx P.M.C., Incorporated Illinois Xxxxxx Castings Company ~~Prairie Vista~~Delaware 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 Operations~~Delaware 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 ~~ACT~~ACT 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, ~~2011~~2009. 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 (Ironton Iron Inc)

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 Notes~~Trustee) 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 ~~TIA~~Trust 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 By: /s/ Xxxxx X. Xxxxxxx Name: Title: Authorized Signatory SENIOR INDENTURE XXXXX FARGO BANK, ~~NATIONAL ASSOCIATION~~N.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 SCHEDULE A ATTACHED HERETO By: /s/ C. Xxxxxxx Xxxxxx ---------------------------------- Name: C. Xxxxxxx Xxxxxx Title: Vice President SCHEDULE A Calazo~~ SENIOR INDENTURE Raytheon Aircraft Finance Corporation ~~AG 1970~~Arkansas Aerospace, Inc. ~~AG 1971~~Raytheon 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 Express~~Raytheon Aircraft Charter and Management, Inc. Travel Air Insurance Company, Ltd. Travel Air Insurance Company (~~DOCE~~Kansas) ~~Dole Ocean Liner Express~~No. [$ ] promises to pay to [ ] or registered assigns, ~~Inc. Renaissance Capital Corporation Sun Giant~~the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on April 1, ~~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~~2015. 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: April 1 and October 1 Record Dates: March 15 and September 15 ~~Record Dates~~Dated: ~~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 received~~N.A., ~~promises to pay to ____________________________________________________ or registered assigns~~as Trustee By: [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 purpose~~below unless otherwise indicated.

Appears in 1 contract

Samples: Indenture (Hawker Beechcraft Quality Support Co)

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 ~~Company~~Issuer, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~ISSUER: 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 U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [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.] ISIN [ ]1 No. [$ ] 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 BANK~~November 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 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 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 purpose~~below unless otherwise indicated.

Appears in 1 contract

Samples: 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 Series A Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' ’ fees and expenses for the ~~Company~~Issuer, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~ISSUER: 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 U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Registrar and Transfer Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [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.] ISIN [ ]1 No. [$ ] 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 BANK~~November 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 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 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 purpose~~below unless otherwise indicated.

Appears in 1 contract

Samples: Indenture (Clear Channel Outdoor Holdings, Inc.)

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 Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~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 ASSOCIATION~~DEUTSCHE 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~~THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 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 AS AMENDED (~~Colombia~~THE “U.S. SECURITIES ACT”), ~~Inc. Clovis Citrus Association Delphinium Corporation Dole Europe Company Xxxx Foods Flight Operations~~AND, ~~Inc. Xxxx Fresh Flowers~~ACCORDINGLY, ~~Inc. Dole Northwest~~MAY NOT BE OFFERED, ~~Inc. Dole Sunfresh Express~~SOLD, ~~Inc. Standard Fruit and Steamship Company Standard Fruit Company Sun Country Produce~~PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, ~~Inc. West Foods~~OR FOR THE ACCOUNT OR BENEFIT OF, ~~Inc. Cool Advantage~~U.S. PERSONS, ~~Inc. Cool Care~~EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, 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. THE HOLDER: (~~DOCE~~1) ~~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~~ REPRESENTS THAT (~~Face of Note~~A) ~~XXXX FOOD COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011 THIS NOTE~~ IT IS A ~~GLOBAL NOTE WITHIN~~ “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE ~~MEANING~~ SECURITIES ACT) (A “QIB”), OR (B) IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE U.S. SECURITIES ACT. THE INDENTURE ~~HEREINAFTER REFERRED~~ GOVERNING THIS SECURITY CONTAINS A PROVISION REQUIRING THE TRUSTEE 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 REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING.” THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (~~OTHER THAN~~ AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A ~~TRANSFER~~ SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS ~~SECURITY~~ NOTE MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR 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~~COMPANY (55 XXXXX XXXXXX, ~~A NEW YORK CORPORATION~~ XXX XXXX, XXX XXXX) ("“DTC~~"),~~ ”) TO THE COMPANY OR ~~ITS~~ THEIR AGENT FOR REGISTRATION OF TRANSFER, ~~EXCHANGE,~~ EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS MAY BE 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. THE RIGHTS ATTACHING TO 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 REGULATION S TEMPORARY GLOBAL NOTE, IF AND THE ~~PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR~~CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE ~~HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND XXXX FOOD COMPANY, INC~~INDENTURE. 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 ACTNo. 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 [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________~~____________~~_ ~~Dollars~~ United States Dollars] on ~~March 15~~December 1, ~~2011~~2016. ~~Reference~~ Interest Payment Dates: June 1 and December 1, commencing June 1, 2011 Record Dates: May 15 and November 15 1 144A CUSIP: 109478 AA5 Regulation S CUSIP: U6224Y AA7 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. Dated: [ ] BRIGHTSTAR CORP. By: Name: Title: This is ~~hereby made to~~ one of 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 Notes referred to on in the ~~reverse hereof by manual signature~~within-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 Trustee By: Authorized Signatory

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 ~~Company~~Issuers, 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 COMPANY~~SUPERIOR 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 BANK~~X. XXXXXXXX Name: Vice President and Treasurer Title: Authorized Officer THE BANK OF NEW YORK TRUST COMPANY, ~~NATIONAL ASSOCIATION~~N.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. (~~DOCE~~DE) ~~Dole Ocean Liner Express~~Essex 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. EXHIBIT A FORM OF SERIES A NOTE~~ (~~Face of Note~~MI) ~~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~~ 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 COMPANY~~SUPERIOR 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 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~~SUPERIOR 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 COMPANY~~TRUSTEE, 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 COMPANY, INC. 8-7/8% SENIOR NOTE DUE 2011~~ CUSIP No~~.______________________~~ . No~~._______________ $______________________________~~ . $ Interest Payment Dates: ~~March~~ April 15 and ~~September~~ October 15 Record Dates: ~~March~~ April 1 and ~~September~~ October 1 ~~XXXX FOOD COMPANY~~SUPERIOR 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 "~~Company~~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 _________________________________~~___________________~~ , or registered assigns, the principal sum of _______________~~_____~~_ Dollars on ~~March~~ April 15, ~~2011~~2012. 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 (Superior Essex 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 ~~Company~~Issuers, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~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 BANK~~Assistant Treasurer ENCORE MEDICAL GP, ~~NATIONAL ASSOCIATION~~INC. 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~~[Insert the Global Note Legend, ~~Inc. AG 1971~~if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ~~Inc. AG 1972~~if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, 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 if applicable pursuant to the provisions of ~~Note) XXXX FOOD COMPANY, INC~~the Indenture] 107/8% Senior Notes due 2014 No. 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 [$ ] 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, ~~2011~~2014. ~~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 of this Note set forth on the reverse hereof~~within-mentioned Indenture: THE BANK OF NEW YORK, ~~which further provisions~~ a New York banking corporation, as Trustee By: 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 purpose~~below unless otherwise indicated.

Appears in 1 contract

Samples: Indenture (ReAble Therapeutics Finance 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 ~~Company~~Issuers, the ~~Trustee~~ Guarantors and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY,~~ 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/ 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~~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 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 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 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 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 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 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 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 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 AVAGO TECHNOLOGIES IMAGING (U.S.A.) INC., ~~NATIONAL ASSOCIATION~~as 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 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 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 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 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 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 1970Assistant Treasurer [Insert the Global Note Legend, ~~Inc. AG 1971~~if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ~~Inc. AG 1972~~if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, 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 if applicable pursuant to the provisions of ~~Note) XXXX FOOD COMPANY, INC. 8-~~the Indenture] CUSIP [ ]1 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, 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 [$ ] 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 15~~December 1, ~~2011~~2015. ~~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 of this Note set forth on the reverse hereof~~within-mentioned Indenture: THE BANK OF NEW YORK, ~~which further provisions~~ as Trustee By: 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 purpose~~below unless otherwise indicated.

Appears in 1 contract

Samples: Indenture (Avago Technologies LTD)

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 ~~Company~~Issuers, 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 COMPANY, INC.~~ By: /s/ ~~Xxxxxxxx~~ Xxxxxxx X. ~~Xxxx ----------------------------------~~ Xxxxx Name: ~~Xxxxxxxx~~ Xxxxxxx X. ~~Xxxx~~ Xxxxx Title: President ~~and COO XXXXX FARGO BANK~~By: /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 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~~ 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 ~~ACT~~ACT 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)(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~~ AGREEMENTS, DESCRIBED IN THE INDENTURE, RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS ~~SECURITY~~ NOTE (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.~~ THE COMPANY 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.~~ THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ~~EITHER OF THEM~~ THE ISSUERS (OR THE TRUSTEE AT THEIR INSTRUCTION) 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~~ACT.]2 2 To be included only if the Note is a Transfer Restricted Security No. ~~XXXX FOOD COMPANY, INC. 8-7/8% 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, ~~INC~~L.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 15~~August 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

Samples: Indenture (Nb Finance 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 ~~Company~~Issuers, 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 COMPANY~~ADVANCED 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 ASSOCIATION~~Secretary 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 1970~~CHAAS Acquisitions, ~~Inc. AG 1971~~LLC AAS Acquisitions, ~~Inc. AG 1972~~LLC Valley Industries, ~~Inc. Alyssum Corporation Xxxxxxx Xxxxxxxxx Corporation Xxx Xxxxx~~LLC 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 COMPANY~~ADVANCED ACCESSORY SYSTEMS, ~~INC. 8-7/8~~LLC 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 COMPANY~~ADVANCED 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 COMPANY~~ADVANCED 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 COMPANY~~TRUSTEE, ~~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 COMPANY~~ADVANCED ACCESSORY SYSTEMS, ~~INC. 8-7/8~~LLC 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 "~~Company~~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 _______________________~~_____________________________~~ , 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

Samples: Indenture (Aas Capital Corp)

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 ~~Company~~Issuers, the ~~Trustee~~ Guarantors, the Agents and the ~~Holders of the Notes~~Trustee) 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 ~~TIA~~Trust Indenture Act. ~~SIGNATURES XXXX FOOD COMPANY~~PBF HOLDING COMPANY LLC PBF FINANCE CORPORATION PBF SERVICES COMPANY LLC PBF INVESTMENTS LLC DELAWARE CITY REFINING COMPANY LLC PBF POWER MARKETING LLC PAULSBORO NATURAL GAS PIPELINE COMPANY LLC PAULSBORO REFINING COMPANY LLC TOLEDO REFINING COMPANY LLC CHALMETTE REFINING, ~~INC.~~ L.L.C. By: /s/ ~~Xxxxxxxx X. Xxxx ----------------------------------~~ Xxxxxx Xxxxx Name: ~~Xxxxxxxx X. Xxxx~~ Xxxxxx Xxxxx Title: Secretary DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent By: Deutsche Bank National Trust Company By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President ~~and COO XXXXX FARGO BANK~~By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxxx X. Xxxxx ~~XxXxxxxx ----------------------------------~~ Name: Xxxxxxx X. Xxxxx ~~XxXxxxxx~~ Title: Administrative 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~~[Insert the Global Note Legend, ~~Inc. AG 1971~~if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, ~~Inc. AG 1972~~if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, 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 if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]1 [RULE 144A][REGULATION S] [GLOBAL] 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.[representing up to $______________~~_____~~] 2 7.00% Senior Secured Notes due 2023 No. ___ Noand PBF FINANCE CORPORATION promise 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]3 on November 15, 2023 Interest Payment Dates: ~~March~~ May 15 and ~~September~~ November 15 Record Dates: ~~March~~ May 1 and ~~September~~ November 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~~ __________________ 1 Rule 144A Note CUSIP: 69318F AD0 Rule 144A Note ISIN: US69318F AD06 Regulation S Note CUSIP: U70453 AB8 Regulation S Note ISIN: USU70453 AB8 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: ___________________________________ ~~or registered assigns, the principal sum of~~ Name: Title: PBF FINANCE CORPORATION By: ___________________________________ ~~Dollars on March 15~~Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: DEUTSCHE BANK TRUST COMPANY AMERICAS, ~~2011. Reference is hereby made to the further provisions~~ as Paying Agent, Registrar, Transfer Agent, Authenticating Agent and Notes Collateral Agent By: Deutsche Bank National Trust Company By: ___________________________________ Name: Title: Dated: [ ], 20[ ] [Back of ~~this Note set forth on the reverse hereof, which further provisions~~ Note] 7.00% Senior Secured Notes due 2023 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 purpose~~below unless otherwise indicated.

Appears in 1 contract

Samples: Indenture (PBF Energy Inc.)

Common use of Qualification of Indenture Clause in Contracts