TWELFTH AMENDMENT TO GRID NOTE
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THIS TWELFTH AMENDMENT TO GRID NOTE is made on November 12, 2003, and
effective as of November 30, 2003, 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, and that certain Eleventh
Amendment to Grid Note dated November 21, 2002, the latest of which extended the
Maturity Date of the Note to November 30, 2003, and amended Section 4 of the
Note, entitled "Limitation," which was deleted and replaced in its entirety; and
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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, 2004, unless sooner due
as otherwise provided in the Note.
2. 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 TWELFTH 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 Twelfth 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/ Xxxxxx X. Xxxxxxx
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Its: Vice President Its: Controller & Assistant
Treasurer
"Bank"
By: /s/ Xxxx X. Xxxxxx
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Its: Vice President
"Maker"
