SEVENTH AMENDMENT TO GRID NOTE
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THIS AMENDMENT TO GRID NOTE executed this 23rd day of November, 1999,
and effective as of the first day of December 1999, by and between ALEXANDER &
XXXXXXX, INC., a Hawaii corporation, and A&B-HAWAII, INC., a Hawaii
corporation, hereinafter collectively called the "Maker", and FIRST HAWAIIAN
BANK, a Hawaii corporation, hereinafter called the "Bank";
WITNESSETH THAT;
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WHEREAS, the Bank has 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,
entitled "Limitation" was deleted in its entirety and replaced, and the Note
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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
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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 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 Note, as 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, 2000, unless sooner due as otherwise provided in the
Note, as amended.
2. Upon the delivery by ALEXANDER & XXXXXXX, INC. to FIRST HAWAIIAN BANK
of Articles of Merger which have been filed with the Hawaii Department of
Commerce and Consumer Affairs in accordance with Section 415-75 of the Hawaii
Revised Statutes pursuant to which A&B-HAWAII INC. merges into ALEXANDER &
XXXXXXX, INC. and ALEXANDER & XXXXXXX, INC. is the surviving corporation:
A. The obligations of A&B-HAWAII, INC. under the Note shall terminate
and the note shall constitute the obligation of ALEXANDER &
XXXXXXX, INC. to the Bank.
B. References in the Note to the Maker shall be deemed to be
references to ALEXANDER & XXXXXXX, INC.
In all other respects, the Note, as 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 SEVENTH 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.
IN WITNESS WHEREOF, this Seventh Amendment to Grid Note is executed by the
undersigned parties as of this 23rd day of November, 1999.
ALEXANDER & XXXXXXX, INC. FIRST HAWAIIAN BANK
A Hawaii Corporation a Hawaii Corporation
By: S/S XXXXXX X. XXXXXXX By: s/s Xxxxxx X. Xxxxx
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Its: Controller & Asst. Treasurer Its: Vice President
By: s/s Xxxx X. Xxxxxx
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Its: Vice President
A&B-HAWAII, INC.
A Hawaii Corporation
By: s/s Xxxxxx X. Xxxxxxx
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Its: VP, Controller & Asst. Treasurer
By: s/s Xxxx X. Xxxxxx
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Its: Vice President
