EXHIBIT 4.7
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AMENDMENT TO INDENTURE
This AMENDMENT TO INDENTURE ("Amendment") is entered into as of
January 23, 1998 by and between Sun World International, Inc.
("Issuer"), Cadiz Land Company, Inc. ("Parent Guarantor"), Sun World
Management Corporation, Sun World Brands, Sun World/Rayo, Sun Desert,
Inc., and Coachella Growers (collectively, "Subsidiary Guarantors"), and
IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company (the "Trustee"). The parties to this
Amendment are hereinafter sometimes referred to collectively as the
"Parties."
RECITALS:
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WHEREAS, the Parties have entered into an Indenture dated as of
April 16, 1997, as amended (the "Indenture"); and
WHEREAS, pursuant to Section 12.03(a) of the Indenture, Agri-Land
Realty, Inc., Big Valley Leasing, Inc., Dinuba Packing Corporation,
Pacific Farm Service, Inc., SFC Marketing Corporation, Sun World
Avocado, Sun World Export, Inc., and SW Harvest, Inc. (formerly Sun
Harvest, Inc.), each of which was originally a party to the Indenture,
have merged with and into the Issuer effective as of December 31, 1997,
as a consequence of which the Guarantees of such entities automatically
terminated and such entities are no longer Subsidiary Guarantors under
the Indenture; and
WHEREAS, the Parties wish to amend the Indenture in order to
correct certain ambiguities, inconsistencies and defects within the
Indenture; and
WHEREAS, this Amendment will serve to accurately reflect the intent
of the parties and will not adversely affect the legal rights of any
Holder of a Note (as defined in the Indenture); and
WHEREAS, pursuant to Section 9.01 of the Indenture, this Amendment
may be entered into by the Parties without the consent of any Holder of
a Note;
NOW THEREFORE, in consideration of the above recitals, the promises
and the mutual representations, warranties, covenants and agreements
herein contained, the Parties hereby agree as follows:
1. AMENDMENT OF INDENTURE. The Indenture is hereby amended as set
forth below:
a. INVESTMENTS. The definition of the term "Investments" in
Section 1.01 of the Indenture is hereby amended in full as follows:
"Investments" means, with respect to any Person, all
investments by such Person in other Persons (including
Affiliates) in the forms of direct or indirect loans
(including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission,
travel and similar advances to officers and employees made
in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. Without limitation of the
foregoing, any acquisition by a Person of assets which do not
constitute an Investment under the preceding sentence and
which are not classified as an investment on a balance sheet
prepared by such Person in accordance with GAAP shall not be
deemed an Investment hereunder. If the Issuer or any
Subsidiary of the Issuer sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of the
Issuer such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the
Issuer, the Issuer shall be deemed to have made an Investment
on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in
Section 4.07."
b. SECTION 12.03 (b). The initial paragraph of Section
12.03(b) of the Indenture is hereby amended by the addition, at the beginning of
such paragraph, of the following language:
"(b) Except for transactions completed in furtherance of
the requirements of Section 4.16(a) hereof,."
2. EXISTING INDENTURE. Except as otherwise amended or modified
herein or hereby, the provisions of the Indenture are hereby reaffirmed
and shall remain in full force and effect.
IN WITNESS WHEREOF, each of the Parties has caused this Amendment
to Indenture to be executed and deliverd by their duly authorized officers
as of the date first above written.
SUN WORLD INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
CADIZ LAND COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
SUN WORLD MANAGEMENT CORPORATION
SUN WORLD BRANDS
SUN WORLD/RAYO
SUN DESERT, INC.
COACHELLA GROWERS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY,
as Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President