EXHIBIT 4.2
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AMENDMENT TO INDENTURE
This AMENDMENT TO INDENTURE ("Amendment") is entered into as of
October 9, 1997 by and between Sun World International, Inc. ("Issuer"),
Cadiz Land Company, Inc. ("Parent Guarantor"), Agri-land Realty, Inc.,
Sun World Management Corporation, Sun World Avocado, Sun World Export,
Inc., Sun World Brands, Sun World/Rayo, Dinuba Packing Corporation, SFC
Marketing Corporation, Sun Harvest, Inc., Pacific Farm Service, Inc., Big
Valley Leasing, Inc., Sun Desert, Inc., and Coachella Growers
(collectively, "Subsidiary Guarantors"), and IBJ Schroder 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 (the "Indenture"); and
WHEREAS, the Parties wish to amend the Indenture in order to correct
certain inconsistencies and defects within the Indenture and between the
Indenture and the Collateral Documents (as defined in 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. EXCLUDED ASSETS. The definition of the term "Excluded
Assets" as it appears in Section 1.01 of the Indenture is hereby amended
in its entirety as follows:
"Excluded Assets" means (i) all of the assets of Parent other
than the stock of the Issuer, (ii) the Revolving Credit Agreement
Collateral, (iii) any Proceeds (as defined in the Uniform
Commercial Code in effect in the State of California ("UCC"))
or products arising out of Revolving Credit Agreement
Colateral, (iv) rights to payment of money or Chattel Paper
(as defined in the UCC) arising from the sale of Revolving
Credit Agreement Collateral or insurance proceeds payable
in respect of Revolving Credit Agreement Collateral, except
to the extent that any such Proceeds or products (including
money and Chattel Paper) constitute or are deemed to constitute
Collateral Proceeds, (v) the Zenith Collateral, and (vi) certain
other assets of the Issuer and its Subsidiaries, the value of
which is immaterial in the aggregate, as set forth in the
Collateral Documents."
b. SECTION 10.02(A). Section 10.02(a) of the Indenture is
hereby amended in its entirety as follows:
"(a) The Issuer and the Guarantors shall take or cause to be
taken all action required to perfect, maintain, preserve and
protect the Lien on and security interest in the Collateral
granted by the Collateral Documents (subject only to Liens
expressly permitted by this Indenture and the Collateral
Documents), including without limitation, the filing of
financing statements, continuation statements and any
instruments of further assurance, in such manner and in such
places as may be required by law fully to preserve and protect
the rights of the Holders and the Trustee under this Indenture
and the Collateral Documents to all property comprising the
Collateral; provided, however, that any requirements as to
perfection shall be solely as set forth in the Collateral
Documents. The Issuer and the Guarantors shall from time
to time promptly pay all financing and continuation statement
recording, registration and/or filing fees, charges and
taxes relating to this Indenture and the Collateral Documents, any
amendments thereto and any other instruments of further assurance
required hereunder or pursuant to the Collateral Documents. The
Trustee shall not be responsible for any failure to so register,
file or record."
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 delivered by their duly authorized officers
as of the date first above written.
SUN WORLD INTERNATIONAL, INC.
By: /s/ Stanley E. Speer
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Name: Stanley E. Speer
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Title: Chief Financial Officer
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CADIZ LAND COMPANY, INC.
By: /s/ Stanley E. Speer
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Name: Stanley E. Speer
________________________________
Title: Chief Financial Officer
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AGRI-LAND REALTY, INC.
SUN WORLD MANAGEMENT CORPORATION
SUN WORLD AVOCADO
SUN WORLD EXPORT, INC.
SUN WORLD BRANDS
SUN WORLD/RAYO
DINUBA PACKING CORPORATION
SFC MARKETING CORPORATION
SUN HARVEST, INC.
PACIFIC FARM SERVICE, INC.
BIG VALLEY LEASING, INC.
SUN DESERT, INC.
COACHELLA GROWERS
By: /s/ Stanley E. Speer
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Name: Stanley E. Speer
________________________________
Title: Chief Financial Officer
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IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
By: /s/ Luis Perez
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Name: Luis Perez
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Title: Assistant Vice President
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