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The terms of the notes Dole Food Company, Inc. is issuing will be substantially identical to the terms of the outstanding notes that we issued on April 30, 2002, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the outstanding notes.

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Interest on the exchange notes accrues at the rate of 7 1/4% per year, payable semiannually in arrears on each May 1 and November 1, beginning November 1, 2002, and the notes will mature on May 1, 2009.

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The notes will be unsecured and will rank equally with our existing and future unsecured senior debt. The notes will effectively rank junior to all liabilities of our subsidiaries.

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We may redeem the notes at any time prior to their maturity at the redemption prices described more fully in this prospectus.

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The exchange offer expires at 5:00 p.m., New York City time, on July 9, 2002, unless extended.

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Our completion of the exchange offer is subject to customary conditions, which we may waive.

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Upon our completion of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of notes that are registered under the Securities Act of 1933, as amended.

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Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer.

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The exchange of registered notes for outstanding notes will not be a taxable exchange for U.S. Federal income tax purposes.

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We will not receive any proceeds from the exchange offer.

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adverse weather conditions;

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crop yields;

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industry competition and market responses to industry volume pressures;

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product and raw materials costs and availability;

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increases in labor costs or labor problems;

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changes in interest and currency exchange rates;

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quotas, tariffs and other governmental actions;

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economic crises in the United States and abroad;

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international conflict, including terrorist acts;

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electrical power supply and pricing; and

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changes in, or the failure to comply with, governmental regulations, including, without limitation, environmental regulations.

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The Exchange Offer

We are offering to exchange $1,000 principal amount of our exchange notes for each $1,000 principal amount of old notes. As of the date of this prospectus, $400 million in aggregate principal amount of old notes are outstanding. The exchange notes are substantially identical to the old notes, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the old notes.

In order to exchange your old notes, you must properly tender them before the expiration of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on July 9, 2002, unless we decide to extend the exchange offer.

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions, which we may waive. We currently anticipate that each of the conditions will be satisfied and that we will not need to waive any conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if any such condition occurs. For additional information, see “The Exchange Offer—Conditions to the Exchange Offer.”

Withdrawal Rights

You may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date.

Procedures for Tendering Old Notes

If you are a holder of old notes who wishes to accept the exchange offer, you must:

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complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, and mail or otherwise deliver the letter of transmittal, together with your old notes, to the exchange agent at the address set forth under “The Exchange Offer—Exchange Agent;” or

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arrange for The Depository Trust Company to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms

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•   the exchange notes you receive pursuant to the exchange offer are being acquired in the ordinary course of your business;

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you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and

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you are not an “affiliate” of ours.

Special Procedures for Beneficial Owners

If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either arrange to have your old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

Guaranteed Delivery Procedures

If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedures for book-entry transfer cannot be completed on time, you may tender your old notes according to the guaranteed delivery procedures described in “The Exchange Offer—Procedures for Tendering Old Notes.”

Acceptance of Old Notes and Delivery of Exchange Notes

We will accept for exchange all old notes which are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. For additional information, see “The Exchange Offer—Acceptance of Old Notes for Exchange; Delivery of Exchange Notes.”

Use of Proceeds

We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay for our expenses related to the exchange offer.

Certain United States Federal Income Tax Considerations

The exchange of exchange notes for old notes in the exchange offer will not be a taxable event for federal income tax purposes. For additional information, see “Material Federal Income Tax Consequences of the Exchange.”

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Effect on Holders of Old Notes

As a result of this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement dated as of April 30, 2002 among Dole Food Company, Inc., Banc of America Securities LLC, Credit Suisse First Boston Corporation and each of the other initial purchasers named in the agreement and, accordingly, there will be no increase in the interest rate on the old notes. If you do not tender your old notes in the exchange offer:

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you will continue to hold the old notes and will be entitled to all the rights and limitations applicable to the old notes under the indenture governing the notes, except for any rights under the registration rights agreement that terminate as a result of the completion of the exchange offer; and

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you will not have any further registration or exchange rights and your old notes will continue to be subject to restrictions on transfer. Accordingly, the trading market for untendered old notes could be adversely affected.

Exchange Agent

J.P. Morgan Trust Company, National Association, is serving as exchange agent in connection with the exchange offer.

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Issuer

Dole Food Company, Inc.

Notes Offered

Up to $400 million aggregate principal amount of 7¼% senior notes due 2009.

Maturity

May 1, 2009.

Optional Redemption

We may redeem the exchange notes at any time at a redemption price equal to 100% of their principal amount plus a “Make-Whole Amount” as described in the “Description of the Exchange Notes” section under the subheading “Optional Redemption,” plus any unpaid interest accrued to the date of redemption.

Interest Payment Dates

We will pay interest on the exchange notes semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2002.

Ranking

The exchange notes will be unsecured senior debt of ours and will rank equally with all of our existing and future unsecured senior debt. In addition, the liabilities of our subsidiaries, including indebtedness of $59 million at March 23, 2002, will be effectively senior to the exchange notes. A substantial portion of our ordinary course liabilities, including accounts payable and accrued liabilities, as reflected on our consolidated balance sheet at December 29, 2001, were incurred by our subsidiaries.

Certain Covenants

The indenture governing the exchange notes contains covenants that, among other things, will limit our ability and the ability of our restricted subsidiaries to:

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incur, issue or create liens on certain of our assets to secure other indebtedness;

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engage in sale and leaseback transactions; and

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consolidate with or merge into, or transfer or lease all or substantially all of our assets to, any other party.

Use of Proceeds

We will not receive any cash proceeds from the exchange offer.

Risk Factors

See “Risk Factors” for a discussion of the factors you should carefully consider before exchanging any old notes for exchange notes.

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(a)

Results for fiscal 2001 include pre-tax one-time expenses of $133 million arising from the reconfiguration of our businesses and a pre-tax non-operating gain of $8 million related to the sale of available for sale securities. Results for fiscal 2000 include pre-tax one-time expenses of $46 million, primarily arising from the downsizing of our banana operations in Latin America, Europe and Asia, pre-tax net insurance proceeds of $43 million and a pre-tax gain of $9 million related to assets sold. Results for fiscal 1999 include pre-tax one-time expenses of $48 million, primarily arising from the downsizing of our banana operations in Latin America and Europe, and pre-tax net insurance proceeds of $20 million. Results for fiscal 1998 include pre-tax one-time expenses of $98 million (net of $23 million of insurance proceeds), primarily arising from damage caused by Hurricane Mitch and a citrus freeze.

(b)

EBITDA represents net income from continuing operations before interest expense, income tax expense, depreciation and amortization expense, and one-time expenses. While EBITDA is not intended to represent cash flow from operations as defined by generally accepted accounting principles and should not be considered as an indicator of operating performance or an alternative to cash flow as a measure of liquidity, it is included herein to provide additional information with respect to our ability to meet our future debt service, capital expenditure and working capital requirements. This calculation may differ in method of calculation from similarly titled measures used by other companies. See also note (a) above.

(c)

The ratio of earnings to fixed charges for each of the periods indicated is determined as follows. Earnings consist of income/(loss) from continuing operations before income taxes and fixed charges. Fixed charges consist of interest expense, amortization of debt expense and discounts and the interest factor of rental expense. We determine the interest factor of rental expense by dividing total rent expense for the period by three.

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(d)

We are the guarantor of indebtedness of certain suppliers integral to our operations. These guarantees totaled approximately $69 million at March 23, 2002. If we were required to fulfill these contingent obligations, the interest that would be incurred would be immaterial to the ratio of earnings to fixed charges.

(e)

Due to our loss from continuing operations in 2001, the ratio coverage was less than 1:1. We must generate additional earnings of $7.7 million to achieve a coverage ratio of 1:1.

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Some of our competitors may have greater operating flexibility and, in certain cases, this may permit them to respond better to changes in the industry or to introduce new products and packaging more quickly and with greater marketing support.

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Several of our packaged food product lines are sensitive to competition from national or regional brands, and many of our product lines compete with imports, private label products and fresh alternatives.

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We cannot predict the pricing or promotional actions of our competitors or whether they will have a negative effect on us.

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the seasonality of our supplies and consumer demand;

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the ability to process products during critical harvest periods;

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the timing and effects of ripening and perishability; and

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the effectiveness of worldwide distribution systems.

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foreign countries could change regulations or impose currency restrictions and other restraints;

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in some countries, there is a risk that the government may expropriate assets;

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some countries impose burdensome tariffs and quotas;

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political changes and economic crises may lead to changes in the business environment in which we operate;

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international conflict, including terrorist acts, could significantly impact our financial condition and results of operations;

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in some countries, our operations are dependent on leases and other agreements; and

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economic downturns, political instability and war or civil disturbances may disrupt production and distribution logistics or limit sales in individual markets.

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on a historical basis; and

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as adjusted after giving effect to the offering of the old notes and the repayment of our $300 million principal amount of 7% notes due 2003.

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(a)

Our current credit facilities consist of a $200 million, 364-day revolving facility and a $400 million, five-year revolving credit facility. There were no outstanding borrowings under these facilities as of the date hereof.

(b)

Reflects the issuance of $400 million of aggregate principal amount of notes at 99.497% of the principal amount thereof.

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Annual Report on Form 10-K for the fiscal year ended December 29, 2001;

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Proxy Statement for our annual meeting of stockholders filed with the Commission on April 5, 2002;

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Quarterly Report on Form 10–Q for the quarterly period ended March 23, 2002; and

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All documents filed by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus and before termination of the exchange offer.

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file a registration statement relating to the exchange offer on or prior to the 90th day after the issue date of the old notes;

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use our best efforts to cause the Commission to declare the registration statement relating to the exchange offer effective under the Securities Act no later than the 150th day after the issue date of the old notes;

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use our best efforts to cause the registration statement to remain effective until the closing of the exchange offer; and

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use our best efforts to complete the exchange offer no later than 45 days after the exchange offer registration statement becomes effective.

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the exchange notes are acquired in the ordinary course of the holder’s business;

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the holder has no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

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the holder is not engaged in, and does not intend to engage in a distribution of the exchange notes.

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terminate or amend the exchange offer and not to accept for exchange any old notes not previously accepted for exchange upon the occurrence of any of the events specified below under “— Conditions to the Exchange Offer” which have not been waived by us; and

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amend the terms of the exchange offer in any manner which, in our good faith judgment, is advantageous to the holders of the old notes, whether before or after any tender of the old notes.

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properly completing and signing the letter of transmittal;

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properly completing any required signature guarantees;

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properly completing any other documents required by the letter of transmittal; and

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delivering all of the above, together with the certificate or certificates representing the old notes being tendered, to the exchange agent at its address set forth below on or prior to the expiration date; or

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complying with the procedure for book-entry transfer described below; or

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complying with the guaranteed delivery procedures described below.

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tendered old notes are registered in the name of the signer of the letter of transmittal;

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the exchange notes to be issued in exchange for the old notes are to be issued in the name of the holder; and

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any untendered old notes are to be reissued in the name of the holder.

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endorsed or accompanied by written instruments of transfer in form satisfactory to us;

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duly executed by the holder; and

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the signature on the endorsement or instrument of transfer must be guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “eligible institution” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act.

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is transmitted by DTC;

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received by the exchange agent and forming part of the book-entry transfer;

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states that DTC has received an express acknowledgment from a participant in DTC that is tendering old notes which are the subject of the book-entry transfer;

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states that the participant has received and agrees to be bound by all of the terms of the letter of transmittal; and

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states that we may enforce the agreement against the participant.

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the name and address of the tendering holder;

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the names in which the old notes are registered and, if possible, the certificate numbers of the old notes to be tendered; and

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a statement that the tender is being made thereby and guaranteeing that within three business days after the expiration date, the old notes in proper form for transfer, or a confirmation of book-entry transfer of such old notes into the exchange agent’s account at the book-entry transfer facility and an agent’s message, will be delivered by the eligible institution together with a properly completed and duly executed letter of transmittal and any other required documents.

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the tendering holder’s properly completed and duly signed letter of transmittal, or a properly transmitted agent’s message, accompanied by the old notes or a confirmation of book-entry transfer of the old notes into the exchange agent’s account at the book-entry transfer facility is received by the exchange agent; or

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a notice of guaranteed delivery or letter, telegram or facsimile transmission to similar effect from an eligible institution is received by the exchange agent.

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the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the holder;

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the holder is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and

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the holder is not an “affiliate,” as defined under Rule 405 of the Securities Act, of ours.

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specify the name of the person having tendered the old notes to be withdrawn;

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identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes;

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specify the principal amount of old notes to be withdrawn;

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include a statement that the holder is withdrawing his election to have the old notes exchanged;

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be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered or as otherwise described above, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee under the indenture register the transfer of the old notes into the name of the person withdrawing the tender; and

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specify the name in which any such old notes are to be registered, if different from that of the person who tendered the old notes.

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timely receipt by the exchange agent of certificates for the old notes or a timely book-entry confirmation of the old notes into the exchange agent’s account at the book-entry transfer facility;

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a properly completed and duly executed letter of transmittal, or a properly transmitted agent’s message; and

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timely receipt by the exchange agent of all other required documents.

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any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment would reasonably be expected to impair our ability to proceed with the exchange offer; or

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the exchange offer, or the making of any exchange by a holder, violates applicable law or any applicable interpretation of the staff of the Commission.

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certificates representing exchange notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered; or

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tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

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a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer.

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the exchange notes are acquired in the ordinary course of the holder’s business; and

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the holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution of the exchange notes.

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an “affiliate” of ours;

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who has an arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer; or

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any broker-dealer who purchased old notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act,

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after the issue date of the notes, there is a change in law or applicable interpretations of the law by the staff of the Commission, and as a result we are not permitted to effect the exchange offer as contemplated by the registration rights agreement;

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the exchange offer registration statement is not declared effective within 150 days after the issue date of the notes or the exchange offer is not consummated within 45 days after the exchange offer registration statement is declared effective, but we may terminate the shelf registration statement at any time, without penalty, if the exchange offer registration statement is declared effective or the exchange offer is consummated;

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any holder of the notes, other than an initial purchaser holding notes acquired directly from us, is not eligible to participate in the exchange offer or elects to participate in the exchange offer but does not receive freely transferable exchange notes; or

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requested by any of the initial purchasers before the date that is 90 days after the consummation of the exchange offer with respect to notes acquired by them directly from us.

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file the shelf registration statement with the Commission no later than (a) the 150th day after the issue date of the notes or (b) the 60th day after that filing obligation arises, whichever is later;

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use our best efforts to cause the shelf registration statement to be declared effective by the Commission as promptly as practicable, but in no event later than the 60th day after the date on which we are required to file such shelf registration; and

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use our best efforts to keep the shelf registration statement continuously effective for a period of two years after the latest date on which any notes are originally issued or, if earlier, until all the Registrable Notes covered by the shelf registration statement are sold thereunder, become eligible for resale pursuant to Rule 144(k) under the Securities Act or cease to be Registrable Notes.

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such action is required by applicable law;

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such action is taken by us in good faith and for valid business reasons, including the possible acquisition or divestiture of assets or a material corporate transaction or event; or

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the happening of any event or the discovery of any fact that makes any statement made in the shelf registration statement or the related prospectus untrue in any material respect or constitutes an omission to state a material fact in the shelf registration statement or the related prospectus.

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provide certain information in connection with the shelf registration statement; and

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agree in writing to be bound by all provisions of the registration rights agreement (including certain indemnification obligations).

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we fail to file any of the registration statements required by the registration rights agreement on or before the date specified for that filing;

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any such registration statement is not declared effective by the Commission on or prior to the date specified for its effectiveness;

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we fail to complete the exchange offer on or prior to the date specified for completion; or

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the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the notes during the periods specified in the registration rights agreement, except during limited periods as a result of the exercise by us of our right to suspend use of the shelf registration statement and the related prospectus as described under ‘‘—Shelf Registration’’ above.

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we are the surviving entity or our successor is a corporation organized and existing under the laws of the United States or any state thereof or the District of Columbia;

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our successor shall expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest on all the exchange notes and the performance and observance of every covenant in the indenture that we would otherwise have to perform or observe;

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immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of ours or any of our Subsidiaries as a result of such transaction as having been incurred by us or any of our subsidiaries at the time of such transaction, there will not be any event of default or event which, after notice or lapse of time or both, would become an event of default;

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if, as a result of any such transaction, our property or assets would become subject to a Lien which would not be permitted under ‘‘—Limitation on Liens,’’ we or our successor shall take those steps that are necessary to secure the exchange notes issued under the indenture equally and ratably with Indebtedness secured by that Lien; and

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we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the transaction and the supplemental indenture comply with the indenture.

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Liens on property or any shares of capital stock or Indebtedness of a person existing at the date of issuance of the old notes or at the time such person becomes a Restricted Subsidiary;

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Liens in favor of us or a Restricted Subsidiary;

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Liens in favor of the United States of America or any State thereof or any foreign government, or any department, agency or instrumentality or political subdivision thereof, to secure, progress, advance or certain other payments;

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if made in the ordinary course of business, Liens as security for the performance of contracts or other undertakings other than in connection with the borrowing of money or the securing of Indebtedness;

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Liens with governmental agencies to qualify us or any of our Restricted Subsidiaries to do business, to maintain self-insurance or obtain certain other benefits;

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Liens for taxes, assessments or governmental charges or levies not yet due and payable or payable without penalty or being contested in good faith by appropriate proceedings;

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Liens created by or resulting from litigation or legal proceedings that are being contested in good faith by appropriate proceedings and Liens arising out of judgments as to which the time for appeal or proceeding for review has not expired;

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Liens on and limited to property, shares of stock or Indebtedness existing at the time of the acquisition thereof (including an acquisition by merger or consolidation), and purchase money and construction Liens that are entered into prior to, at the time of, or within 120 days after the acquisition or construction or the commencement of full operation of such property;

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Liens securing industrial revenue, pollution control bonds or similar obligations;

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Liens created in connection with a project financed with, and created to secure, a Nonrecourse Obligation; and

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any extension, renewal or refunding of any Lien referred to above to the extent that the amount of Indebtedness secured by such Lien is not increased from the amount originally so secured.

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a Sale and Leaseback Transaction providing for a lease for a term, including renewals, of not more than three years;

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a Sale and Leaseback Transaction entered into up to and including 180 days after the later of the acquisition of the Principal Property or the completion of its construction;

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a lease that secures or relates to industrial revenue or pollution control bonds or certain similar obligations;

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a lease with a payment obligation that is created in connection with a project financed by a Nonrecourse Obligation, if such obligation constitutes a Nonrecourse Obligation;

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the application, within 180 days after a sale or transfer is completed, of an amount equal to the greater of the net proceeds from the sale of the Principal Property leased pursuant to such arrangement or the fair market value of the Principal Property so leased at the time of entering into such arrangement to:

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the retirement of our Senior Funded Debt (other than through payment at maturity or a mandatory sinking fund or other mandatory prepayment);

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the retirement by a Restricted Subsidiary of Funded Debt of a Restricted Subsidiary (other than through payment at maturity or a mandatory sinking fund or other mandatory prepayment);

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the purchase of other property that will constitute Principal Property with a fair market value at least equal to the value of the Principal Property leased in such transaction; or

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a Sale and Leaseback Transaction between us and a Restricted Subsidiary or between Restricted Subsidiaries.

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all Indebtedness of us and our Restricted Subsidiaries maturing on, or renewable or extendible at the option of the obligor to, a date more than one year from the date of the determination thereof that is or would be classified as long-term debt on a balance sheet prepared in accordance with generally accepted accounting principles (including Indebtedness under any revolving credit arrangement with banks),

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guarantees, direct or indirect, and other contingent obligations of us and our Restricted Subsidiaries in respect of, or to purchase or otherwise acquire or be responsible or liable for (through the investment of funds or otherwise), any Indebtedness of others (but not including contingent liabilities on customers’ receivables sold with recourse), and

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amendments, renewals, extensions and refunding of any such Indebtedness.

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we fail to pay the principal of, or premium, if any, on, any note when due;

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we fail to pay interest when due and continue that failure for 30 days thereafter on any note;

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there is a default in any of our Indebtedness or Indebtedness of any of our Subsidiaries, including a default on any exchange notes, or under any instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness for money borrowed by us or any of our Subsidiaries, including the indenture, whether such Indebtedness now exists or is hereafter created, which default results in an amount of at least $25 million becoming due or payable prior to the date it would otherwise become due and payable and the default is not cured or the acceleration is not rescinded or annulled within a period of 10 days after there has been given written notice as provided in the indenture;

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we fail to perform any covenant in the indenture and this failure continues for 60 days after we receive written notice as provided in the indenture; or

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we or a court take certain actions relating to our bankruptcy, insolvency or reorganization.

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the holder has previously given to the trustee written notice of a continuing event of default;

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the holders of at least 25% in principal amount of the outstanding exchange notes have made a written request, and offered reasonable indemnity, to the trustee to institute a proceeding as trustee;

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the trustee has failed to institute the requested proceeding within 60 days; and

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the trustee has not received from the holders of a majority in principal amount of the outstanding exchange notes a direction inconsistent with the request during that 60-day period.

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change the stated maturity of the principal of, or any installment of interest on, any note;

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reduce the principal of, or rate of interest on, any note;

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reduce any payment payable upon the redemption of any note;

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change any place of payment where, or the currency in which, any principal of, or premium, if any, or interest on, any note is payable;

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impair the right to institute suit for the enforcement of any payment on or with respect to any note on or after the stated maturity or redemption date; or

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reduce the percentage in principal amount of outstanding exchange notes the consent of whose holders is required for modification or amendment of the indenture, for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.

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allow our successor to assume our obligations under the indenture and the exchange notes pursuant to the provisions described above under the heading ‘‘—Certain Covenants—Merger, Consolidation and Sale of Assets;’’

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add to our covenants for the benefit of the holders of the exchange notes or surrender any right or power we have under the indenture;

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add any additional events of default;

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secure the exchange notes;

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provide for a successor trustee with respect to the exchange notes;

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cure any ambiguity or correct or supplement any provision in the indenture that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the indenture that will not adversely affect the interests of the holders of any exchange notes in any material respect;

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modify the legends regarding restrictions on transferability on the exchange notes, which modifications shall not adversely affect the interests of the holders of any exchange notes or owners of beneficial interests therein; or

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make any other amendment or supplement to the indenture as long as that amendment or supplement does not adversely affect the interests of the holders of any exchange notes in any material respect.

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we will be discharged from our obligations with respect to the exchange notes (‘‘defeasance’’); or

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we will no longer be under any obligation to comply with the covenants specified above under ‘‘Certain Covenants—Limitation on Liens’’ and ‘‘—Limitation on Sale and Leaseback Transactions’’ (‘‘covenant defeasance’’) and events of default relating thereto will no longer apply to us.

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DTC notifies us that it is unwilling or unable to continue as depositary and we are unable to locate a qualified successor within 90 days or if at any time DTC, or any successor depositary, ceases to be a ‘‘clearing agency’’ under the Securities Exchange Act;

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an event of default relating to the notes occurs; or

•

we decide in our sole discretion to terminate the use of the book-entry system for the notes through DTC.

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•

a bank;

•

a holder subject to the alternative minimum tax;

•

a tax-exempt organizations;

•

an insurance company;

•

a foreign person or entity;

•

a dealer in securities or currencies;

•

a person that will hold notes as a position in a hedging transaction, “straddle” or “conversion transaction” for tax purposes; or

•

a person deemed to sell notes under the constructive sale provisions of the Internal Revenue Code.

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•

in the over-the-counter market;

•

in negotiated transactions;

•

through the writing of options on the exchange notes; or

•

through a combination of the above methods of resale,

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