EIGHTH AMENDMENT TO GRID NOTE
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THIS AMENDMENT TO GRID NOTE executed this 3rd day of May, 2000, and
effective as of the first day of May 2000, by and between ALEXANDER & BALDWIN,
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 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 subsequently entered into that 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 &
Baldwin, Inc. with Alexander & Baldwin, 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 to be deemed to be references to
Alexander & Baldwin, Inc.; 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. In the first full paragraph of the Note, the Maximum Commitment shall
be changed from $40,000,000.00 to $70,000,000.00. In the top left
corner of the first page of the Note, the reference to $40,000,000.00
shall be deleted and replaced by $70,000,000.00. For the valued
received, pursuant and subject to the terms of the Note, the Maker
promises to pay to the order of the Bank the principal sum of SEVENTY
MILLION AND NO/100 DOLLARS ($70,000,000.00) (the "Maximum
Commitment"), or so much thereof as may be advanced, with interest on
the unpaid principal amount from time to time outstanding at the
rates specified in the Note.
2. Section 4 of the Note, entitled "Limitation.", shall be deleted in
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its entirety and replaced by the following:
4. Limitation. Notwithstanding any contrary provision
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hereunder, the unpaid principal balance outstanding under this
Note shall not at any time be greater than an amount which,
when added to the unpaid principal balance or balances owing
under the $140,000,000.00 Second Amended and Restated Credit
and Term Loan Agreement dated as of December 31, 1996, as
amended from time to time, among the Maker, the Bank and
banks that are parties thereto, exceeds the aggregate
principal sum of $140,000,000.00.
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 EIGHTH 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 Eighth Amendment to Grid Note is executed by
the undersigned parties as of this 3rd day of May, 2000.
ALEXANDER & BALDWIN, INC. FIRST HAWAIIAN BANK
a Hawaii Corporation a Hawaii Corporation
By: /s/ Thomas A. Wellman By: /s/ Adolph F. Chang
Its: Controller & Treasurer Its: Vice President
By: /s/ John B. Kelley
Its: Vice President