THIRTEENTH AMENDMENT TO GRID NOTE
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THIS THIRTEENTH AMENDMENT TO GRID NOTE (this "Amendment") is made on
October 19, 2004, and effective as of November 30, 2004, 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;
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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
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to November 30, 1995; and
WHEREAS, the Maker and the Bank subsequently entered into that certain
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,
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and
WHEREAS, the Maker and the Bank subsequently entered into that certain
Third Amendment to Grid Note dated November 17, 1995, that certain Fourth
Amendment to Grid Note dated November 25, 1996, that certain Fifth Amendment to
Grid Note dated November 28, 1997, and that certain Sixth Amendment to Grid Note
dated November 30, 1998, all to extend the Maturity Date of the Note, the latest
of which extended such Maturity Date to November 30, 1999; and
WHEREAS, the Maker and the Bank subsequently entered into that certain
Seventh Amendment to Grid Note dated November 23, 1999, whereby the Note was
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
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WHEREAS, the Maker and the Bank subsequently entered into that certain
Ninth Amendment to Grid Note dated November 30, 2000, that certain Tenth
Amendment to Grid Note dated November 30, 2001, that certain Eleventh Amendment
to Grid Note dated November 21, 2002, and that certain Twelfth Amendment to Grid
Note dated November 12, 2003, the latest of which extended the Maturity Date of
the Note to November 30, 2004; and
WHEREAS, the Maker has requested the Bank to extend the Maturity Date
of the Note to January 1, 2006, and to increase the amount available under the
credit facility from $70,000,000.00 to $78,500,000.00; and
WHEREAS, the Bank has agreed to the Maker's request, and in accordance
and as a condition thereto, 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 January 1, 2006, unless sooner due
as otherwise provided in the Note.
2. The first full paragraph of the Note is hereby amended to increase
the Maximum Commitment from $70,000,000.00, to SEVENTY-EIGHT MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($78,500,000.00). All references to
$70,000,000.00 in the Note are hereby amended to $78,500,000.00.
3. Section 4 of the Note, entitled "Limitation," is hereby amended in
its entirety to read as follows:
4. Limitation. Notwithstanding any contrary provision
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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 $200,000,000 credit facility made
pursuant to that certain Third Amended and Restated Revolving
Credit and Term Loan Agreement, effective as of November 30,
2001, as amended from time to time, by and between the Maker,
the Bank and the banks that are parties thereto, shall not any
time exceed the aggregate principal sum of $78,500,000.
4. 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 Amendment, 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.
5. The Maker has all requisite power and authority to execute this
Amendment and to carry out the provisions herein. The execution and delivery of
this Amendment by the officers and/or other authorized person(s) specified below
has been duly authorized by the Board of Directors of the Maker and no other
corporate action of the Maker is requisite to such execution and delivery of
this Amendment. Upon execution of this Amendment by such officers and/or
authorized person(s), this Amendment, and all provisions contained herein, shall
be the due and binding obligations of the Maker.
IN WITNESS WHEREOF, this Thirteenth Amendment to Grid Note is executed
by the undersigned parties on the date first above written.
FIRST HAWAIIAN BANK ALEXANDER & XXXXXXX, INC.
By /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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XXXX X. XXXXXXX XXXXXXXXXXX X. XXXXXXXX
Its Vice President Its Vice President and
Chief Financial Officer
"Bank"
By: /s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
Its Vice President, Controller and
Treasurer
"Maker"
