AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (the
"2ND. AMENDMENT") is made as of February 20, 1998, by and among CASTLE &
XXXXX, INC., a Hawaii corporation (the "BORROWER"), the Lenders (as defined
in Article I), the Co-Agents (as defined in Article I), and The Chase
Manhattan Bank (formerly known as Chemical Bank), a New York banking
corporation, as agent (in such capacity, the "AGENT") for the Lenders.
WHEREAS, the Borrower, the Lenders, the Co-Agents and the Agent are
parties to the Amended and Restated Credit Agreement dated as of May 16, 1997
(the "CREDIT AGREEMENT"), as amended pursuant to a certain Amendment No. 1 to
Amended and Restated Credit Agreement dated as of September 8, 1997, pursuant
to which the Lenders have agreed to make loans to the Borrower;
WHEREAS, the Borrower has requested that the Lenders, Co-Agents and the
Agent make certain amendments to the Credit Agreement and the Lenders,
Co-Agents and the Agent are willing to amend certain provisions of the Credit
Agreement upon the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and fully intending to be legally bound by this 2nd.
Amendment, the parties agree to amend the Credit Agreement as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of the date first
above written, the Credit Agreement is amended as follows:
2.1 The following sentence is added at the end of Section 2.05(a):
"For the purpose of calculating the Commitment Fee in accordance with
the provisions of this Section 2.05(a), the applicable interest rate
during each fiscal quarter shall remain fixed until redetermination
based upon the Borrowing Base and Total Indebtedness as of the close
of business on the last day of the preceding fiscal quarter, as shown
on the relevant Borrowing Base Certificate and the Total Indebtedness
Certificate submitted pursuant to Section 5.04(d), (ii) any change in
the interest rate pursuant to such redetermination shall be effective
as of the date fifty (50) days following the end of the preceding
fiscal quarter and (iii) the interest rate shall thereafter remain
fixed until redetermination in accordance with the preceding
provisions of this sentence, notwithstanding any change in the ratio
of Total Indebtedness to the Borrowing Base."
2.2 The following sentence is added at the end of Section 2.05(c):
"For the purpose of calculating the L/C Participation Fee in
accordance with the provisions of this Section 2.05(c), the applicable
interest rate during each fiscal quarter shall remain fixed until
redetermination based upon the Borrowing Base and Total Indebtedness
as of the close of business on the last day of the preceding fiscal
quarter, as shown on the relevant Borrowing Base Certificate and the
Total Indebtedness Certificate submitted pursuant to Section 5.04(d),
(ii) any change in the interest rate pursuant to such redetermination
shall be effective as of the date fifty (50) days following the end of
the preceding fiscal quarter and (iii) the interest rate shall
thereafter remain fixed until redetermination in accordance with the
preceding provisions of this sentence, notwithstanding any change in
the ratio of Total Indebtedness to the Borrowing Base."
2.3 The following clause is deleted from Section 2.06(b):
"It is expressly agreed that the applicable interest rate margin over
the Adjusted LIBO Rate set forth above shall remain fixed during each
fiscal quarter, notwithstanding any decrease in the ratio of Total
Indebtedness to the Borrowing Base during such fiscal quarter, subject
only to the following exceptions:"
and replaced by the following clause:
"It is expressly agreed that during each fiscal quarter, (i) the
applicable interest rate margin over the Adjusted LIBO Rate set forth
above shall remain fixed until redetermination based upon the
Borrowing Base and Total Indebtedness as of the close of business on
the last day of the preceding fiscal quarter, as shown on the relevant
Borrowing Base Certificate and the Total Indebtedness Certificate
submitted pursuant to Section 5.04(d), (ii) any change in the interest
rate margin pursuant to such redetermination shall be effective as of
the date fifty (50) days following the end of the preceding fiscal
quarter and (iii) the interest rate margin shall thereafter remain
fixed until redetermination in accordance with the preceding
provisions of this sentence, notwithstanding any change in the ratio
of Total Indebtedness to the Borrowing Base, subject only to the
following exceptions:"
3. RATIFICATION AND CONFIRMATION. As hereby amended, the Credit
Agreement and the other Loan Documents are ratified and confirmed in
all respects.
4. COUNTERPARTS. This 2nd. Amendment may be executed in one or more
counterparts, each of which shall be an original but all of which,
when taken together, shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
In WITNESS WHEREOF, the parties hereto have caused this 2nd. Amendment
to be duly executed by their respective authorized officers as of the day
and year first above written.
CASTLE & XXXXX, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and
Chief Financial Officer
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank)
By: /s/ XXXX X. XXXXXXXXXX
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Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ D. XXXXX XXX
----------------------------------
Name: D. Xxxxx Xxx
Title: Vice President
THE BANK OF NOVA SCOTIA, SAN FRANCISCO
AGENCY
By: /s/ XXXXX XXXXXX
----------------------------------
Name: Xxxxx Xxxxxx
Title: Relationship Manager
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ XXXX XXXXXXX
----------------------------------
Name: Xxxx Xxxxxxx
Title: Asst. Vice President
BANK OF HAWAII
By: /s/ XXX X. XXXXXXXX
----------------------------------
Name: Xxx X. Xxxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ X. XXXXXX XXXXXXX
----------------------------------
Name: X. Xxxxxx Xxxxxxx
Title: Vice President
BANKBOSTON, N.A.
By: /s/ XXXXXX XXXXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
BANKERS TRUST COMPANY
By: /s/ XXXXXX X. XXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
