AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT
AGREEMENT is made as of September 8, 1997 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"), administrative agent (in such capacity,
"Administrative Agent") and collateral agent (in such capacity, the
"Collateral 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"), 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 Amendment No. 1, 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
hereinabove, the Credit Agreement is amended as follows:
2.1. The word "Eurodollar" is inserted before the word "Borrowing" on Line
10 of Section 2.02. LOANS (a): and the following sentence is inserted
at the end of said Section 2.02. LOANS (a):
"The Loans comprising any ABR Borrowing shall be in an aggregate
principal amount that is (i) an integral multiple of $500,000 and not
less than $1,000,000 or (ii) equal to the remaining available balance
of the Applicable Revolving Credit Commitments."
2.2. The phrase "of a Eurodollar Loan" is inserted before the word "shall"
on Line 15 of Section 2.11. PREPAYMENT (a): and the following phrase
is inserted before the period at the end of Section 2.11. PREPAYMENT
(a):
"and any partial prepayment of an ABR Loan shall be in an amount that
is an integral multiple of $500,000 and no less than $1,000,000."
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3. CONSENT TO PRIOR BORROWINGS AND PREPAYMENTS. The parties hereto
acknowledge their consent to any ABR Borrowings and prepayments
thereof occurring prior to the date hereof in amounts which do not
conform to the requirements of Section 2.02. LOANS (a): and 2.11.
PREPAYMENT (a): prior to this Amendment No. 1, but conform
to such requirements as amended hereby.
4. As hereby amended, the Credit Agreement and the other Loan Documents
are ratified and confirmed in all respects.
In WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed by their respective authorized officers
as of the day and year first above written.
CASTLE & XXXXX, INC.,
BY: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank),
BY: /s/ Xxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
BY: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
SAN FRANCISCO AGENCY,
BY: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
Title: Relationship Manager
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XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
BY: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: A.V.P.
BANK OF HAWAII,
BY: /s/ X. X. Xxxxxxxx
--------------------------
Name: X. X. Xxxxxxxx
Title: Vice President
FIRST NATIONAL BANK OF CHICAGO,
BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Corporate Banking Officer
SOCIETE GENERALE,
BY: /s/ X. Xxxxxx Xxxxxxx
--------------------------
Name: X. Xxxxxx Xxxxxxx
Title: Vice President
KREDIETBANK N.V.,
BY: /s/ Xxxxxx Snaufler
--------------------------
Name: Xxxxxx Snaufler
Title: Vice President
BY: /s/ Xxx X. Xxxxx
--------------------------
Name: Xxx X. Xxxxx
Title: Vice President
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