FIRST AMENDMENT TO MASTER FACILITY AGREEMENT
THIS FIRST AMENDMENT TO MASTER FACILITY AGREEMENT (the "Amendment") dated
March 25, 1998, but effective as of March 23, 1998 (the "Effective Date") is
made by and between X. XXXXXX HOMES, INC., a Delaware corporation (the
"Borrower") and BANK OF HAWAII, a Hawaii corporation (the "Bank").
R E C I T A L S:
A. The Bank and the Borrower are parties to that certain unrecorded
Master Facility Agreement (Consolidated and Restructured) dated July 25, 1997
(the "Master Facility Agreement") under which the Bank made available to
Borrower the following facilities:
1. A revolving construction line of credit (the "Construction LOC")
on a revolving basis up to the principal amount of FOUR MILLION AND NO/100
DOLLARS ($4,000,000.00).
2. A commercial mortgage loan in the original principal amount of
NINE MILLION AND NO/100 DOLLARS ($9,000,000.00) (the "Mauka Land Loan").
3. A revolving working capital line of credit (the "Working Capital
LOC") under which the Bank will extend credit to the Borrower from time to time
until the Maturity Date on a revolving basis up to the principal amount of SIX
MILLION AND NO/100 DOLLARS ($6,000,000.00).
4. A commercial mortgage loan in the original principal amount of
THREE MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($3,200,000.00) (the
"Makai Land Loan").
5. A commercial mortgage loan in the original principal amount of
FOUR MILLION SIX HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($4,620,000.00) (the
"Puueo Land Loan").
6. A commercial mortgage loan in the original principal amount of
FOUR MILLION SIX HUNDRED TWENTY-THREE THOUSAND FOUR HUNDRED EIGHT AND NO/100
DOLLARS ($4,623,408.00) (the "Other Land Loan").
B. The Construction LOC, the Mauka Land Loan, the Working Capital LOC,
the Makai Land Loan, the Puueo Land Loan, and the Other Land Loan are
hereinafter collectively referred to as the "Facilities" and, as the context
requires, each may be referred to as a "Facility". Under the terms of the
Master Facility Agreement, the total maximum outstanding balances under the
Facilities shall not exceed in the aggregate, at any one time, $31,443,408.00.
Unless otherwise defined in this Amendment, capitalized terms have the same
meaning given in the Master Facility Agreement.
C. Repayment of the Notes evidencing the Facilities was secured by the
following collateral documents (collectively, the "Collateral Documents"):
1. First Mortgage, Security Agreement and Financing Statement made
by Borrower, as mortgagor, in favor of Bank, as mortgagee, recorded in the
Bureau of Conveyances of the State of Hawaii as Document No. 95-115642, as
amended by that certain Amendment to First Mortgage, Security Agreement and
Financing Statement recorded in said Bureau as Document No. 96-130600, as
further amended by that certain Second Amendment to First Mortgage, Security
Agreement and Financing Statement recorded in said Bureau as Document No.
97-100779 (as amended, the "Mortgage").
2. Financing Statement made by Borrower, as debtor, in favor of
Bank, as secured party, recorded in said Bureau as Document No. 95-115643.
3. Financing Statement made by Borrower, as debtor, in favor of
Bank, as secured party, recorded in said Bureau as Document No. 97-100780.
4. An unrecorded Assignment of Sales Contracts, Escrow Deposits and
Escrow Agreement made by Borrower in favor of Bank dated August 31, 1995.
5. An unrecorded Assignment of Sales Contracts, Escrow Deposits and
Escrow Agreement and Amendment made by Borrower in favor of Bank dated July 25,
1997.
6. An unrecorded Hazardous Materials Indemnity Agreement dated
August 31, 1995, made by Borrower in favor of Bank.
7. An unrecorded Hazardous Materials Indemnity Agreement and
Amendment dated July 25, 1997, made by Borrower in favor of Bank.
D. Under the terms of Section 3.1 of the Master Facility Agreement, a
Bulk Sale of Property triggers a mandatory reduction in principal equal to one
hundred percent (100%) of the gross sales proceeds less reasonable closing costs
to be applied to the Facilities in the order specified in the Master Facility
Agreement.
E. Under the terms of Section 3.1 of the Master Facility Agreement, a
sale of all or any portion of the Other Parcels triggers a mandatory reduction
in principal equal to one hundred percent (100%) of gross sales proceeds less
reasonable closing costs to be applied to the Facilities in the order specified
in the Master Facility Agreement.
F. The Borrower has entered into the following agreements:
1. Purchase and Sales Agreement and Instructions to Escrow dated
December 15, 1997 (the "Nanea Purchase Agreement") with Xxxxx X. Xxxxxxx, as
buyer for the sale of the 80-lot Nanea subdivision (the "Nanea Parcel"), which
is a portion of the Property.
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2. Purchase and Sale Agreement dated September 12, 1997, as amended
by an Amendment to Purchase and Sale Agreement dated February 11, 1998 (the
"Iao II Purchase Agreement") with Xxxxxxxx X. Xxxx Development Corporation, as
buyer for the property commonly known as "Iao II" (the "Iao II Parcel").
G. The Borrower is required to undertake and complete certain
infrastructure improvements to the Nanea Parcel (collectively, the
"Infrastructure Improvements"), which improvements are more particularly
described in the Nanea Purchase Agreement.
H. The Borrower has requested, and the Bank has agreed, to set aside
funds from the sale of the Iao II Parcel to pay for roadway improvements (as
required by the County of Maui) to extend Kuikahi Roadway in order to connect
Waiale Road to Honoapiilani Highway (collectively, the "Roadway Improvements").
I. Under the terms of the Master Facility Agreement, the sale of the
Nanea Parcel would be deemed a Bulk Sale of Property while the sale of the Iao
II Parcel would be deemed a sale of Other Parcels.
X. X. Xxxxxx and Company, Limited, a Hawaii corporation (the "Guarantor")
executed that certain unrecorded Guaranty dated July 25, 1997 in favor of the
Bank (the "Guaranty") in which the Guarantor guaranteed the Borrower's
obligations with respect to the Working Capital LOC.
K. Borrower has requested and the Bank has agreed to, among other things,
amend the terms of the Master Facility Agreement, subject to and upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of: an agent's fee of $29,750.00, due upon
the execution of this Amendment; a facility fee of $37,160.00, $18,580.00 of
which shall be due and payable to the Bank on June 1, 1998 and the remaining
$18,580.00 which shall be due and payable on September 1, 1998; the mutual
covenants herein provided and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree that
the Master Facility Agreement and the Collateral Documents are amended as
follows:
1. EXTENSION OF MATURITY DATE. The definition of "Maturity Date" in
Section 11.1 of the Master Facility Agreement is hereby amended in its entirety
to read as follows:
"MATURITY DATE" shall mean December 1, 1998.
2. ALLOCATION OF PARTIAL RELEASE PRICE.
a. With respect to Units closing on or after the Effective
Date, Sections 3.1(c)(2)(i) and 3.1(f)(2)(i) are hereby amended so that the
percentage of Net Sales Proceeds from the sale of each Unit to be applied as a
mandatory principal reduction for the Working Capital LOC and the Other Land
Loan is in accordance with the following table for sales of Units closing during
the applicable time periods specified as follows:
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% OF NET SALES PROCEEDS FROM EACH UNIT
FACILITY INTERIM PERIOD REMAINING TERM
-------- -------------- --------------
Construction LOC 70% 70%
Working Capital LOC 20% 27%
Other Land Loan 3% 3%
---- ----
Total % of Net Sales Proceeds 93% 100%
b. The "Interim Period" shall commence on the Effective Date
and end on the earlier of: (i) the later to occur of the closing date of the
Nanea Purchase Agreement or the closing date of the Iao II Purchase Agreement
(such later date to be referred to as the "Outside Closing Date"); and
(ii) April 1, 1998.
c. The "Remaining Term" shall commence on the date immediately
succeeding the last day of the Interim Period and end on the Maturity Date.
d. The percentage of Net Sales Proceeds from the sale of each
Unit to be applied as a mandatory principal reduction for the Construction LOC
remains unchanged at 70% pursuant to Section 3.1 (a)(2)(i). If the outstanding
balance of the Construction LOC has been fully paid, the percentage of the
partial release price allocated to the Construction LOC shall be applied in
accordance with Section 3.1(a)(2)(i) in the order of priority specified as
follows:
i. The Other Land Loan.
ii. The Puueo Land Loan.
iii. The Mauka Land Loan.
iv. The Makai Land Loan.
v. The Working Capital LOC.
e. If the outstanding balance of the Working Capital LOC has
been fully paid, the percentage of the partial release price allocated to the
Working Capital LOC shall be applied to and allocated among the other Facilities
at the Bank's sole discretion pursuant to Section 3.1(c)(2)(i).
f. If the outstanding balance of the Other Land Loan has been
fully paid, the percentage of the partial release price allocated to the Other
Land Loan shall be applied in accordance with Section 3.1(f)(2)(i) in the order
of priority specified as follows:
i. Construction LOC.
ii. The Puueo Land Loan.
iii. The Mauka Land Loan.
iv. The Makai Land Loan.
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v. The Working Capital LOC.
g. During the Interim Period, the remaining 7% of Net Sales
Proceeds from the sale of each Unit shall be deposited into an interest-bearing
account under the control of the Bank and assigned to the Bank as additional
security for the Facilities (the "Assigned Account").
3. MANDATORY PAYMENT REDUCTION FOR SALE OF NANEA PARCEL.
Notwithstanding the provisions of Section 3.1(a)(2)(iii), if the sale of the
Nanea Parcel pursuant to the Nanea Purchase Agreement closes prior to April 1,
1998, 20% of the net sales proceeds (the "Nanea Set Aside Amount") shall be set
aside and the remaining 80% of the net sales proceeds shall be applied in
accordance with Section 3.1(a)(2)(iii) the order of priority specified as
follows:
a. Other Land Loan.
b. The Puueo Land Loan.
c. Any one, several or all Facilities not specified in (a) and
(b) above as the Bank shall determine in its sole discretion.
For purposes of this Paragraph 3, "net sales proceeds" means
gross sales proceeds less reasonable closing costs approved by the Bank and less
$800,000.00 for Infrastructure Improvements (such $800,000.00 to be referred to
as the "Infrastructure Funds"). The Infrastructure Funds shall be deposited
into an escrow account with Title Guaranty Escrow Services, Inc. (the "Escrow
Account"), to be disbursed as provided in Paragraph 7 below.
If the Nanea Purchase Agreement closes prior to April 1, 1998 and
prior to the Iao II Purchase Agreement, the Nanea Set Aside Amount shall be
deposited into the Assigned Account. If the Nanea Purchase Agreement closes
prior to April 1, 1998 but after the Iao II Purchase Agreement, then the Nanea
Set Aside Amount shall be applied as a mandatory payment reduction to the
Working Capital LOC. If the Nanea Purchase Agreement closes after April 1,
1998, then the net sales proceeds shall be applied as specified above in this
Paragraph 3; provided that the Bank may, in its sole discretion, first apply the
net sales proceeds (or a portion thereof) toward accrued interest under the
Master Facility Agreement. With the exception of the sale of the Nanea Parcel
pursuant to the Nanea Purchase Agreement, as specified in this Paragraph 3, upon
the occurrence of any Bulk Sale of Property, the provisions of Section
3.1(a)(2)(iii) shall apply.
4. MANDATORY PAYMENT REDUCTION FOR SALE OF IAO II PARCEL.
Notwithstanding the provisions of Section 3.1(a)(2)(iv), if the sale of the Iao
II Parcel pursuant to the Iao II Purchase Agreement closes prior to April 1,
1998, 20% of the net sales proceeds (the "Iao II Set Aside Amount") shall be set
aside and the remaining 80% of the net sales proceeds shall be applied in
accordance with Section 3.1(a)(2)(iv) in the order of priority specified as
follows:
a. The Other Land Loan.
b. The Puueo Land Loan
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c. The Mauka Land Loan.
d. The Makai Land Loan.
e. The Construction LOC.
f. The Working Capital LOC.
For purposes of this Paragraph 4, "net sales proceeds" means
gross sales proceeds less reasonable closing costs approved by the Bank and less
$294,000.00 for Road Improvements (such $294,000.00 to be referred to as
"Roadway Funds"). The Roadway Funds shall be deposited into the Assigned
Account and segregated in a subaccount of the Assigned Account (such segregated
subaccount to be referred to as the "Roadway Account") to be disbursed as
provided in Paragraph 5 below.
If the Iao II Purchase Agreement closes prior to April 1, 1998
and prior to the Nanea Purchase Agreement, the Iao II Set Aside Amount shall be
deposited into the Assigned Account. If the Iao II Purchase Agreement closes
prior to April 1, 1998 but after the Nanea Purchase Agreement, then the Iao II
Set Aside Amount shall be applied as a mandatory payment reduction to the
Working Capital LOC. Unless otherwise agreed by the parties hereto in writing,
if the Iao II Purchase Agreement closes after April 1, 1998, then the net sales
proceeds shall be applied in accordance with Section 3.1(a)(2)(iv) in the order
of priority specified above in clauses (a) through (f) in this Paragraph 4;
provided that the Bank may, in its sole discretion, first apply the net sales
proceeds (or a portion thereof) toward the accrued interest under the Master
Facility Agreement. With the exception of the sale of the Iao II Parcel
pursuant to the Iao II Purchase Agreement as specified in this Paragraph 4, upon
the occurrence of any sale of the Other Parcels, the provisions of
Section 3.1(a)(2)(iv) shall apply.
5. DISBURSEMENTS FROM ASSIGNED ACCOUNT. For purposes of this
Paragraph 5, all references to the Assigned Account shall be deemed to include
the Roadway Account, except as specifically stated otherwise. From time to time
and so long as no Event of Default has occurred or is continuing, the Bank shall
make disbursements from the Assigned Account in accordance with the following
terms and conditions:
a. DISBURSEMENT TO WORKING CAPITAL LOC DUE TO SALE OF NANEA
PARCEL AND IAO II PARCEL. On the earlier to occur of the Outside Closing Date
or April 1, 1998 (such later date to be referred to as the "Disbursement Date"),
funds in the Assigned Account (except for the Roadway Funds in the Roadway
Account) shall be disbursed in the following manner:
i. If the Disbursement Date occurs on the Outside Closing
Date, the funds shall be applied as a mandatory principal payment to the Working
Capital LOC.
ii. If the Disbursement Date occurs on April 1, 1998, the
Bank may, in its sole discretion, apply the funds to the accrued interest under
the Master Facility Agreement. The remaining funds, if any, (or all of the
funds if the Bank does not apply any funds to accrued interest) may be applied
as a mandatory principal payment to the Other Land Loan.
b. DISBURSEMENT FOR ROADWAY IMPROVEMENTS FROM ROADWAY ACCOUNT.
Before any disbursements of Roadway Funds are made, Borrower shall submit and
the Bank shall have approved a budget (which budget categories shall be limited
to consultant costs relating to civil
6
engineering, soils engineering and archaelogical monitoring and to construction
grading and construction contingency), CPM schedule and, as available, copies of
construction and other consultant contracts (collectively, the "Roadway
Documents") evidencing the Roadway Improvements can be completed for no more
than $294,000.00. Whenever a disbursement of Roadway Funds from the Roadway
Account is to be used to pay for the cost of construction of Roadway
Improvements (whether such disbursement is used by the Borrower to pay for such
improvement or to reimburse the Borrower for Borrower's payments for such
improvement), the Bank shall have received, in each case in form and substance
satisfactory to the Bank, each of the following:
i. Evidence of the actual cost of such work on the Roadway
Improvements for which payment is being requested (which cost shall conform to
the Bank-approved budget).
ii. Sworn statements, waivers of lien, affidavits and acceptable
assurances of payment by the contractors, subcontractors and materialmen, and/or
the subcontractors thereof, which shall cover all work, labor and materials,
including but not limited to equipment and fixtures of all kinds, done,
performed or furnished for the construction of the Roadway Improvements.
iii. A copy of any construction or other consultant contract to
the extent that such contract was not in effect at the time the Roadway Funds
were first disbursed and the requested disbursement is for work related to such
contract.
Disbursements for Roadway Improvements are to be made no more
frequently than once per month, pursuant to all of the provisions hereof and in
accordance with the Roadway Documents. Under no circumstances shall the Bank be
required to disburse more than $294,000.00 for Roadway Improvements. If Roadway
Funds remain undisbursed from the Roadway Account upon completion and payment in
full of the Roadway Improvements, such undisbursed funds shall be applied as a
mandatory principal payment to the Other Land Loan.
c. CONDITIONS TO ALL DISBURSEMENTS FROM ASSIGNED ACCOUNT. If an
Event of Default under any of the Loan Documents occurs and is continuing, any
funds then held in the Assigned Account may be used, at the Bank's sole
discretion, to offset amounts due and owing to the Bank pursuant to the Loan
Documents.
6. WORKING CAPITAL ADVANCES. During the period of time commencing
on the Effective Date and ending on the date that the accrued interest due on
April 1, 1998 is paid, any request for a Working Capital Advance during such
period (other than a request for a Working Capital Advance to pay for interest
accrued under the Facilities) shall include evidence in form and substance
satisfactory to the Bank that the Borrower is financially capable of paying the
accrued interest to be due and owing on April 1, 1998 under the Master Facility
Agreement.
7. INFRASTRUCTURE FUNDS AND ESCROW ACCOUNT. Borrower agrees to:
a. Execute irrevocable escrow instructions (the "Escrow
Instructions") in the form attached hereto as Exhibit "A" and incorporated
herewith with respect to the distribution of Infrastructure Funds from the
Escrow Account.
7
b. Deliver to the Bank (each in form and substance satisfactory
to the Bank):
i. A budget for direct construction costs (such costs to
be limited to those cost categories listed in Exhibit "B" attached hereto and
incorporated herewith) and the Infrastructure Improvements prior to any
disbursement of any Infrastructure Funds from the Escrow Account; and
ii. Copies of applicable construction and other consultant
contracts prior to any disbursement of any Infrastructure Funds from the Escrow
Account for work related to such contracts.
Section 9 of the Master Facility Agreement is hereby amended to
include the following as an Event of Default:
The Borrower shall fail to comply with the provisions of the
Escrow Instructions attached as Exhibit "A" to the First
Modification (including, but not limited to, Borrower's issuance
of a Payment Request which fails to conform to the Bank-approved
budget, Borrower's failure to use the Infrastructure Funds in
accordance with the Bank-approved budget and Borrower's failure
to deliver copies of Payment Requests (as defined in the Escrow
Instructions) to the Bank pursuant to the Escrow Instructions
within 3 Business Days of Bank's demand for receipt of such
copies).
8. FEES. The agent's fee and the facility fee are considered earned as
of the Effective Date, notwithstanding that portions of the facility fee are not
due until later dates.
It is further agreed that:
1. All references to the Master Facility Agreement in the Notes and
the Collateral Documents shall be deemed to mean the Master Facility Agreement
as hereby amended.
2. Except as specifically amended hereby, all other terms,
conditions, and provisions contained in the Notes, the Master Facility Agreement
and the Collateral Documents shall remain in full force and effect and
unchanged.
3. The Guarantor hereby: (a) consents to the foregoing First
Amendment to Master Facility Agreement; (b) agrees that none of the foregoing
shall affect or release the Guarantor from any of its obligations under the
Guaranty; and (c) specifically acknowledges and confirms that the Guaranty shall
apply to the note evidencing the Working Capital LOC, the Master Facility
Agreement and the Collateral Documents, as modified by this First Modification
to Master Facility Agreement.
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4. This Agreement shall be considered null and void unless the Bank
receives an executed copy of this Agreement by March 31, 1998.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered on the date first above
written.
BANK OF HAWAII, a Hawaii corporation
By /s/ Xxxx X. Xxxxx
------------------------------------
Name: XXXX X. XXXXX
Title: Assistant Vice President
X. XXXXXX HOMES, INC.,
a Delaware corporation
By /s/ Xxxx X. Xxxxx
------------------------------------
XXXX X. XXXXX
Its President and Chief Executive
Officer
By /s/ Xxxxxx X. Xxxxx
------------------------------------
XXXXXX X. XXXXX
Its Executive Vice President and
Chief Financial Officer
X. XXXXXX AND COMPANY, LIMITED,
a Hawaii corporation
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: XXXX X. XXXXXX
Title: Executive Vice President
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March 23, 1998
Title Guaranty Escrow Services, Inc.
0000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxxx, Xxxx, Xxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxx
RE: PURCHASE AND SALE AGREEMENT AND INSTRUCTIONS TO ESCROW DATED
DECEMBER 15, 1997 BY AND BETWEEN X. XXXXXX HOMES, INC.,
SELLER, AND XXXXX X. XXXXXXX, BUYER (THE "AGREEMENT")
Ladies and Gentlemen:
These instructions constitute additional, separate escrow instructions
in connection with the Agreement. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Agreement.
As further security for the construction of the off-site drainage
improvements described in Paragraph 9.1(a) of the Agreement (the
"Improvements"), Seller does hereby instruct you (hereinafter sometimes referred
to as "Escrow Holder") as follows:
1. From the sales proceeds remaining after payment of Seller's
one-half share of your fees as Escrow Agent and payment of the amounts required
by the Seller under Paragraph 17 of the Agreement entitled "Proration, Fees and
Costs," you are to deduct and deposit into an interest-bearing account to be
designated in writing by the Seller the sum of EIGHT HUNDRED THOUSAND DOLLARS
($800,000.00) (the "Escrow Fund"). Interest earned on the Escrow Fund shall
accrue for the benefit of Seller.
2. Amounts in the Escrow Fund shall be disbursed by you within one
(1) Business Day of the receipt by you of a Payment Request executed by Seller
and in the form attached hereto as Annex A. You shall not be held liable for
the sufficiency or correctness as to form, manner, execution or validity of any
Payment Request executed by Seller and delivered to you, nor as to the identity,
authority or rights of any person executing such Payment Request, and your
duties hereunder shall be limited to the safekeeping of the Escrow
Fund, and for their disposition in accordance with the terms of this letter. In
furtherance and
Title Guaranty Escrow Services, Inc.
March 23, 1998
Page 2
not in limitation of the foregoing, you shall accept a Payment Request document
that appears on its face to be in order, without responsibility for further
investigation, regardless of any demand, notice or information to the contrary.
3. Seller hereby agrees, for the benefit of Buyer and Bank of
Hawaii, as the Lender (the "Lender") pursuant to that certain Master Facility
Agreement (Consolidated and Restructured) dated July 25, 1997, as amended, by
and between Seller and Lender, that Seller shall provide Buyer and Lender with
copies of any such Payment Request delivered to Escrow Holder. However, the
failure by Seller to provide Buyer and Lender with copies of any such Payment
Request shall not be grounds for withholding the disbursement of funds requested
in a Payment Request executed by Seller and delivered to Escrow Holder.
4. Notwithstanding anything to the contrary contained herein, Seller
shall have the right, without the consent of Lender or Buyer, to pledge the
Escrow Fund as security for any bond provided to the County of Maui for the
completion of the Improvements.
5. On the completion of the Improvements, Seller shall furnish you
with a Certificate of Completion in the form attached hereto as Annex B. Any
amounts remaining in the Escrow Fund shall, on receipt of the Certificate of
Completion, be delivered to the Lender (attention: Xx. Xxxx Xxxxx, phone
000-0000) or as directed by the Lender.
6. Any charges incurred in connection with your administration of
the Escrow Fund shall be paid by Seller.
7. The instructions provided herein are irrevocable and may not be
modified, countermanded or terminated in any way except by a written instrument
signed by Seller, Buyer and the Lender.
"Business Day" means any day other than a Saturday, a Sunday or a day
on which banks in Honolulu, Hawaii are authorized or required by law to close.
Title Guaranty Escrow Services, Inc.
March 23, 1998
Page 3
Please signify your acceptance of the foregoing by signing in the
space provided for below.
Very truly yours,
X. XXXXXX HOMES, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: XXXXX XXXXXXXX
Title: Vice President
By: /s/ XXXX X. XXXXX
---------------------------
Name: Xxxx X. Xxxxx
Title: President & Chief Executive Officer
Seller
APPROVED AND ACCEPTED
TITLE GUARANTY ESCROW
SERVICES, INC.
By: /s/ Xxxxxxx Xxxx Date: 3/24/98
-------------------------------- ---------------
EXHIBIT "B"
MAKAI OFFSITE DRAINAGE
Consultants
Civil Engineering
Soil Engineering
Archaeological Monitoring
Offsite Work
Phase 1
Mobilization
36" XXXX
00" XXXX
00" Fab Bend
30" Connection
Catch Basin Type "B"
4' x 3' Grated Inlet
Manhole 7' Deep
Manhole 9' Deep
Manhole 10' Deep
R & R Outlet Structure
R & R Outlet Pipe
Asphalt Restoration
Traffic Control
Contingency
Phase 2
Mobilization
Raise Waiale Basin Spillway
Geotextile Marring
Grassing
54" ASRP
54" Fab Bend
Mixing Manhole
Excavation & Backfill
Pavement Restoration
Traffic Control
Contingency
