ELEVENTH AMENDMENT TO GRID NOTE
THIS ELEVENTH AMENDMENT TO GRID NOTE is made on November 21, 2002, and
effective as of November 30, 2002, by and between ALEXANDER & XXXXXXX, INC., a
Hawaii corporation, hereinafter called the "Maker", and FIRST HAWAIIAN BANK, a
Hawaii corporation, hereinafter called the "Bank";
WITNESSETH THAT;
WHEREAS, the Bank extended to the Maker that certain uncommitted line
of credit facility in the principal amount not to exceed FORTY MILLION AND
NO/100 DOLLARS ($40,000,000.00) which line of credit is evidenced by that
certain Grid Note (the "Note") dated December 30, 1993, with a final maturity of
said Note being November 30, 1994; and
WHEREAS, the Maker and the Bank subsequently entered into that certain
Amendment to Grid Note dated August 31, 1994, whereby the Note was increased to
SIXTY-FIVE MILLION AND NO/100 DOLLARS ($65,000,000.00), Section 4 of the Note,
"Limitation" was deleted in its entirety and replaced, and the Note was extended
to November 30, 1995; and
WHEREAS, the Maker and the Bank subsequently entered into that Second
Amendment to Grid Note dated March 29, 1995, whereby the Note was decreased to
FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), and Section 4 of the
Note, entitled "Limitation" was deleted in its entirety and replaced, and
WHEREAS, the Maker and the Bank subsequently entered into that Third
Amendment to Grid Note dated November 17, 1995, whereby the Note was extended to
November 30, 1996; and
WHEREAS, the Maker and the Bank subsequently entered into that Fourth
Amendment to Grid Note dated November 25, 1996, whereby the Note was extended to
November 30, 1997; and
WHEREAS, the Maker and the Bank subsequently entered into that Fifth
Amendment to Grid Note dated November 28, 1997, whereby the Note was extended to
November 30, 1998; and
WHEREAS, the Maker and the Bank subsequently entered into that Sixth
Amendment to Grid Note dated November 30, 1998, whereby the Note was extended to
November 30, 1999; and
WHEREAS, the Maker and the Bank subsequently entered into that Seventh
Amendment to Grid Note dated November 23, 1999, whereby the Note as extended to
November 30, 2000, and with the merger of A&B-Hawaii, Inc. into Alexander &
Xxxxxxx, Inc., with Alexander & Xxxxxxx, Inc. being the surviving corporation,
the obligations of A&B-Hawaii, Inc. under the Note were terminated, with all
references in the Note to the Maker deemed to be references to Alexander &
Xxxxxxx, Inc.; and
WHEREAS, the Maker and the Bank subsequently entered into that certain
Eighth Amendment to Grid Note dated May 3, 2000, whereby the Note was increased
to SEVENTY MILLION AND NO/100 DOLLARS ($70,000,000.00), and Section 4 of the
Note, "Limitation" was deleted in its entirety and replaced; and
WHEREAS, the Maker and the Bank subsequently entered into that Ninth
Amendment to Grid Note dated November 30, 2000, whereby the Note was extended to
November 30, 2001; and
WHEREAS, the Maker and the Bank subsequently entered into that Tenth
Amendment to Grid Note dated November 30, 2001, whereby the Note was extended to
November 30, 2002, and Section 4 of the Note, "Limitation" was deleted in its
entirety and replaced; and
WHEREAS, the Maker and the Bank desire to further amend the Note as
hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Maker and the Bank agree as follows:
1. The Maturity Date of the Note, as previously amended, shall be and
hereby is further amended to provide that all unpaid principal and accrued but
unpaid interest shall be due and payable on November 30, 2003, unless sooner due
as otherwise provided in the Note.
2. Section 4 of the Note, entitled "Limitation", shall be deleted in
its entirety and replaced by the following:
4. Limitation. Notwithstanding any contrary provision
hereunder, the aggregate balance of all outstanding advances
and all issued and outstanding letters of credit under this
Note, PLUS the aggregate balance of all outstanding Loans and
Letters of Credit owing by the Maker under First Hawaiian
Bank's share of that certain $185,000,000 Third Amended and
Restated Revolving Credit and Term Loan Agreement effective as
of November 30, 2001, as amended from time to time, shall not
at any time exceed the aggregate principal sum of $70,000,000.
3. In all other respects, the Note, as herein amended, shall remain unmodified
and in full force and effect, and the Maker hereby reaffirms all of its
obligations under the Note, as previously amended, and as amended hereby.
Without limiting the generality of the foregoing, the Maker hereby expressly
acknowledges and agrees that, as of the date of this ELEVENTH AMENDMENT TO GRID
NOTE, the Maker has no offsets, claims or defenses whatsoever against the Bank
or against any of the Maker's obligations under the Note, as previously amended,
and as amended hereby, and that if any such claims, defenses or offsets exist,
they are hereby irrevocably waived and released.
IN WITNESS WHEREOF, this Eleventh Amendment to Grid Note is executed by
the undersigned parties on the date first above written.
ALEXANDER & XXXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Controller & Asst. Treasurer
By: /s/ Xxxx X. Xxxxxx
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Its: Vice President
"Maker"
FIRST HAWAIIAN BANK
By: /s/ Xxxx X. Xxxxxxx
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Its: Vice President
"Bank"
