Dole Food Co Inc – ‘S-4’ on 6/25/03 – EX-4.12

On:  Wednesday, 6/25/03, at 5:16pm ET   ·   Accession #:  892569-3-1565   ·   File #:  333-106493

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.54M 
                          Business-Combination Transaction                       
 2: EX-1.1      Underwriting Agreement                                44    211K 
28: EX-3.1(AA)  Articles of Incorporation/Organization or By-Laws      9     44K 
29: EX-3.1(AB)  Articles of Incorporation/Organization or By-Laws      3     26K 
30: EX-3.1(AC)  Articles of Incorporation/Organization or By-Laws     10     43K 
31: EX-3.1(AD)  Articles of Incorporation/Organization or By-Laws      4     29K 
32: EX-3.1(AE)  Articles of Incorporation/Organization or By-Laws      3     30K 
33: EX-3.1(AF)  Articles of Incorporation/Organization or By-Laws      6     39K 
34: EX-3.1(AG)  Articles of Incorporation/Organization or By-Laws     11     39K 
35: EX-3.1(AH)  Articles of Incorporation/Organization or By-Laws      4     27K 
36: EX-3.1(AI)  Articles of Incorporation/Organization or By-Laws      4     31K 
37: EX-3.1(AJ)  Articles of Incorporation/Organization or By-Laws     21     69K 
38: EX-3.1(AK)  Articles of Incorporation/Organization or By-Laws      6     34K 
39: EX-3.1(AL)  Articles of Incorporation/Organization or By-Laws      5     40K 
40: EX-3.1(AM)  Articles of Incorporation/Organization or By-Laws      5     32K 
41: EX-3.1(AN)  Articles of Incorporation/Organization or By-Laws      4     31K 
42: EX-3.1(AO)  Articles of Incorporation/Organization or By-Laws      5     36K 
43: EX-3.1(AP)  Articles of Incorporation/Organization or By-Laws      3     31K 
44: EX-3.1(AQ)  Articles of Incorporation/Organization or By-Laws      4     29K 
45: EX-3.1(AR)  Articles of Incorporation/Organization or By-Laws      3     26K 
46: EX-3.1(AS)  Articles of Incorporation/Organization or By-Laws      3     31K 
47: EX-3.1(AT)  Articles of Incorporation/Organization or By-Laws      9     55K 
48: EX-3.1(AU)  Articles of Incorporation/Organization or By-Laws     12     52K 
49: EX-3.1(AV)  Articles of Incorporation/Organization or By-Laws     12     50K 
50: EX-3.1(AW)  Articles of Incorporation/Organization or By-Laws      7     47K 
51: EX-3.1(AX)  Articles of Incorporation/Organization or By-Laws     15     47K 
52: EX-3.1(AY)  Articles of Incorporation/Organization or By-Laws     14     58K 
53: EX-3.1(AZ)  Articles of Incorporation/Organization or By-Laws      8     40K 
 3: EX-3.1(B)   Articles of Incorporation/Organization or By-Laws      5     35K 
54: EX-3.1(BA)  Articles of Incorporation/Organization or By-Laws     11     47K 
55: EX-3.1(BB)  Articles of Incorporation/Organization or By-Laws     19     73K 
56: EX-3.1(BC)  Articles of Incorporation/Organization or By-Laws     21     62K 
57: EX-3.1(BD)  Articles of Incorporation/Organization or By-Laws     16     54K 
58: EX-3.1(BE)  Articles of Incorporation/Organization or By-Laws      9     49K 
59: EX-3.1(BF)  Articles of Incorporation/Organization or By-Laws     18     58K 
60: EX-3.1(BG)  Articles of Incorporation/Organization or By-Laws      5     31K 
61: EX-3.1(BH)  Articles of Incorporation/Organization or By-Laws      3     30K 
62: EX-3.1(BI)  Articles of Incorporation/Organization or By-Laws      5     32K 
63: EX-3.1(BJ)  Articles of Incorporation/Organization or By-Laws      9     41K 
64: EX-3.1(BK)  Articles of Incorporation/Organization or By-Laws      4     30K 
65: EX-3.1(BL)  Articles of Incorporation/Organization or By-Laws      3     30K 
66: EX-3.1(BM)  Articles of Incorporation/Organization or By-Laws      4     29K 
67: EX-3.1(BN)  Articles of Incorporation/Organization or By-Laws      3     30K 
68: EX-3.1(BO)  Articles of Incorporation/Organization or By-Laws      4     31K 
69: EX-3.1(BP)  Articles of Incorporation/Organization or By-Laws      5     38K 
70: EX-3.1(BQ)  Articles of Incorporation/Organization or By-Laws      3     29K 
71: EX-3.1(BR)  Articles of Incorporation/Organization or By-Laws      3     30K 
72: EX-3.1(BS)  Articles of Incorporation/Organization or By-Laws     15     47K 
 4: EX-3.1(C)   Articles of Incorporation/Organization or By-Laws      2     26K 
 5: EX-3.1(D)   Articles of Incorporation/Organization or By-Laws      2     26K 
 6: EX-3.1(E)   Articles of Incorporation/Organization or By-Laws      2     26K 
 7: EX-3.1(F)   Exhibit 3.1(G)                                         3     28K 
 8: EX-3.1(G)   Articles of Incorporation/Organization or By-Laws      9     43K 
 9: EX-3.1(H)   Articles of Incorporation/Organization or By-Laws     10     50K 
10: EX-3.1(I)   Articles of Incorporation/Organization or By-Laws     17     65K 
11: EX-3.1(J)   Articles of Incorporation/Organization or By-Laws      1     23K 
12: EX-3.1(K)   Articles of Incorporation/Organization or By-Laws      2     26K 
13: EX-3.1(L)   Articles of Incorporation/Organization or By-Laws      3     30K 
14: EX-3.1(M)   Articles of Incorporation/Organization or By-Laws      3     27K 
15: EX-3.1(N)   Articles of Incorporation/Organization or By-Laws      6     32K 
16: EX-3.1(O)   Articles of Incorporation/Organization or By-Laws      2     26K 
17: EX-3.1(P)   Articles of Incorporation/Organization or By-Laws     16     62K 
18: EX-3.1(Q)   Articles of Incorporation/Organization or By-Laws     10     44K 
19: EX-3.1(R)   Articles of Incorporation/Organization or By-Laws      3     29K 
20: EX-3.1(S)   Articles of Incorporation/Organization or By-Laws      9     41K 
21: EX-3.1(T)   Articles of Incorporation/Organization or By-Laws     10     45K 
22: EX-3.1(U)   Articles of Incorporation/Organization or By-Laws      6     38K 
23: EX-3.1(V)   Articles of Incorporation/Organization or By-Laws      5     30K 
24: EX-3.1(W)   Articles of Incorporation/Organization or By-Laws      4     32K 
25: EX-3.1(X)   Articles of Incorporation/Organization or By-Laws      2     25K 
26: EX-3.1(Y)   Articles of Incorporation/Organization or By-Laws      2     26K 
27: EX-3.1(Z)   Exhibit 3.1                                            2     26K 
73: EX-3.2(B)   Articles of Incorporation/Organization or By-Laws     17     84K 
77: EX-4.11     Instrument Defining the Rights of Security Holders   168    680K 
78: EX-4.12     Instrument Defining the Rights of Security Holders     6     40K 
74: EX-4.5      Instrument Defining the Rights of Security Holders     4     34K 
75: EX-4.6      Instrument Defining the Rights of Security Holders     7     46K 
76: EX-4.8      Instrument Defining the Rights of Security Holders     6     40K 
79: EX-5.1      Opinion re: Legality                                   5     39K 
80: EX-10.2     Material Contract                                    157    409K 
81: EX-12.1     Statement re: Computation of Ratios                    2±    26K 
82: EX-23.2     Consent of Experts or Counsel                          1     23K 
83: EX-25.1     Statement re: Eligibility of Trustee                HTML     81K 
84: EX-99.1     Miscellaneous Exhibit                               HTML     82K 
85: EX-99.2     Miscellaneous Exhibit                               HTML     37K 
86: EX-99.3     Miscellaneous Exhibit                               HTML     26K 
87: EX-99.4     Miscellaneous Exhibit                               HTML     31K 
88: EX-99.5     Miscellaneous Exhibit                               HTML     30K 

EX-4.12   —   Instrument Defining the Rights of Security Holders

EX-4.12
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                                                                    EXHIBIT 4.12
DOLE FOOD COMPANY, INC.,

as Issuer,

 MIRADERO FISHING COMPANY, INC.,

 as New Subsidiary Guarantor

 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 25, 2003 

Supplementing the Trust Indenture Dated as of May 29, 2003

EX-4.12
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      THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 25, 2003, by and among
DOLE FOOD COMPANY, INC., a corporation duly incorporated and existing under the 
laws of the State of Delaware (the "Company"), having its principal office at   
One Dole Drive, Westlake Village, California 91362, MIRADERO FISHING COMPANY,   
INC., a corporation duly incorporated and existing under the laws of the        
Commonwealth of Puerto Rico (the "Additional Subsidiary Guarantor"), having its 
principal office at Banco Popular Building, P.O. Box 2946, Old San Juan, Puerto 
Rico 00903, the guarantors listed on Exhibit A hereto (the "Subsidiary          
Guarantors") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking     
association, having an office at 707 Wilshire Boulevard, 17th Floor, Los        
Angeles, California 90017 (the "Trustee"), as Trustee under the Indenture, dated
as of May 29, 2003 (the "Original Indenture"), which Original Indenture was     
executed and delivered by the Company to the Trustee to secure the payment of   
senior debt securities issued or to be issued under and in accordance with the  
provisions of the Original Indenture, reference to which Original Indenture is  
hereby made, this instrument (hereinafter called the "Supplemental Indenture")  
being supplemental thereto;                                                     

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto in the Original Indenture;                        

RECITALS

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
the Original Indenture (together with this Supplemental Indenture, the          
"Indenture"), providing for the issuance by the Company from time to time of its
unsecured debt securities to be issued in one or more series (in the Original   
Indenture and herein called the "Securities");                                  

WHEREAS, pursuant to the Original Indenture, the Company issued     
$400,000,000 aggregate principal amount of its 7-1/4% Debentures due 2010 (the  
"2010 Notes");                                                                  

WHEREAS, as of the date of this Supplemental Indenture, there are   
$400,000,000 aggregate principal amount of 2010 Notes outstanding;              

      WHEREAS, the Additional Subsidiary Guarantor intends to guarantee the 2010
Notes under the Indenture and the issuance of guarantees has been authorized by 
resolutions adopted by the Board of Directors of the Additional Subsidiary      
Guarantor;                                                                      

WHEREAS, as permitted by Section 9.1 of the Original Indenture, the 
Company, in the exercise of the power and authority conferred upon and reserved 
to it under the provisions of the Original Indenture, has duly determined to    
make, execute and deliver to the Trustee this Supplemental Indenture to the     
Original Indenture in order to provide for the guarantee of the 2010 Notes by   
the Additional Subsidiary Guarantor; and                                        

     WHEREAS, all things necessary to make this Supplemental Indenture a valid
supplement to the Original Indenture according to its terms and the terms of the
Original Indenture have been done.                                              

2 

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NOW, THEREFORE, THIS INDENTURE WITNESSETH:

The Company covenants and agrees to and with the Trustee and its    
successors in said trust under the Original Indenture, as follows:              

 ARTICLE ONE
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101 Section References. Each reference to a particular section set forth
in this Supplemental Indenture shall, unless the context otherwise requires,    
refer to this Supplemental Indenture.                                           

ARTICLE TWO 
AGREEMENT TO GUARANTEE

Section 201 Additional Subsidiary Guarantor. The Additional Subsidiary          
Guarantor, by its signature below, agrees to become a Subsidiary Guarantor under
the Indenture with the same force and effect as if originally named therein as a
Subsidiary Guarantor. The Additional Subsidiary Guarantor hereby agrees to all  
the terms and provisions of the Indenture applicable to it as a Subsidiary      
Guarantor thereunder and each reference to a "Subsidiary Guarantor" in the      
Indenture shall be deemed to include the Additional Subsidiary Guarantor.       

ARTICLE THREE 
MISCELLANEOUS PROVISIONS

Section 301 Confirmation of Original Indenture. The Original Indenture, as      
heretofore supplemented and amended by this Supplemental Indenture, is in all   
respects ratified and confirmed, and this Supplemental Indenture and all        
indentures supplemental thereto shall be read, taken and construed as one and   
the same instrument.                                                            

Section 302 Governing Law. This Supplemental Indenture and the 2010 Notes shall 
be governed by and construed in accordance with the laws of the State of New    
York applicable to agreements made or instruments entered into and, in each     
case, performed in said state.                                                  

Section 303 Separability. In case any provision in this Supplemental Indenture  
or in the Notes shall for any reason be held to be invalid, illegal or          
unenforceable, the validity, legality and enforceability of the remaining       
provisions of this Supplemental Indenture or the 2010 Notes shall not in any way
be affected or impaired thereby.                                                

Section 304 Counterparts. This Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall         
constitute but one and the same document.                                       

Section 305 Effect of Headings. The Section headings herein are for convenience 
only and shall not affect the construction hereof.                              

3 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be       
hereunto affixed and attested, all as of the day and year first above written.  

               DOLE FOOD COMPANY, INC.

By:  /s/
                                     -----------------------------------
       Name:
        Title:

                      MIRADERO FISHING COMPANY, INC.

By:  /s/
                                     -----------------------------------
       Name:
        Title:

                                 THE GUARANTORS LISTED ON EXHIBIT A HERETO

By:  /s/
                                     -----------------------------------
       Name:
        Title:

                  WELLS FARGO BANK, NATIONAL
    ASSOCIATION,
  as Trustee

By:  /s/
                                     -----------------------------------
       Name:
        Title:

EX-4.12
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 EXHIBIT A

GUARANTORS

Calazo Corporation                                                              
AG 1970, Inc.                                                                   
AG 1971, Inc.                                                                   
AG 1972, Inc.                                                                   
Alyssum Corporation                                                             
Barclay Hollander Corporation                                                   
Bud Antle, Inc.                                                                 
Calicahomes, Inc.                                                               
California Polaris, Inc.                                                        
Dole ABPIK, Inc.                                                                
Dole Arizona Dried Fruit and Nut Company                                        
Dole Carrot Company                                                             
Dole Citrus                                                                     
Dole DF&N, Inc.                                                                 
Dole Dried Fruit and Nut Company, a California general partnership              
Dole Farming, Inc.                                                              
Dole Fresh Vegetables, Inc.                                                     
Dole Orland, 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.                                                               
Veltman Terminal Co.                                                            
Bananera Antillana (Colombia), Inc.                                             
Clovis Citrus Association                                                       
Delphinium Corporation                                                          
Dole Europe Company                                                             
Dole Foods Flight Operations, Inc.                                              
Dole 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.                                                                 

A-1 

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Flowernet, Inc.                                                                 
Saw Grass Transport, Inc.                                                       
Blue Anthurium, Inc.                                                            
Cerulean, Inc.                                                                  
Dole Diversified, Inc.                                                          
Dole Land Company, Inc.                                                         
Dole Packaged Foods Corporation                                                 
La Petite d'Agen, Inc.                                                          
Malaga Company, Inc.                                                            
M K Development, 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.                                                  
Dole Ocean Liner Express, Inc.                                                  
Renaissance Capital Corporation                                                 
Sun Giant, Inc.                                                                 
DNW Services Company                                                            
Pacific Coast Truck Company                                                     
Pan-Alaska Fisheries, Inc.                                                      

A-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/03		1		2			S-4
		5/29/03		1		2
									List all Filings