Exhibit 10.a.(xx)
AMENDMENT TO DEPOSITARY AGREEMENT
This Amendment to Depositary Agreement (as hereinafter defined) is dated as
February 10, 1995, and is by and between California and Hawaiian Sugar Company,
Inc., a Hawaii corporation (the "Issuer" formerly known as California and
Hawaiian Sugar Company, a California Cooperative Corporation), and The First
National Bank of Chicago, a national banking association (the "Depositary").
W I T N E S S E T H
WHEREAS, the Issuer and Depositary entered into that certain Depositary
Agreement dated as of April 6, 1989 providing for the delivery and payment of
certain commercial paper notes issued by the Issuer (such Depositary Agreement
shall be referred to herein as the "Depositary Agreement");
WHEREAS, the Issuer and Depositary desire to amend the Depositary Agreement
as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
AMENDMENT
The Depositary Agreement is hereby amended and revised as follows:
1.1 All references to "California and Hawaiian Sugar Company" and
"California and Hawaiian Sugar Company, a California Cooperative Corporation"
shall be replaced with references to "California and Hawaiian Sugar Company,
Inc." and "California and Hawaiian Sugar Company, Inc., a Hawaii corporation",
respectively.
1.2 Exhibit A to the Depositary Agreement shall be deleted in its entirety
and inserted in place thereof shall be Exhibit A to the amendment to Depositary
Agreement attached hereto.
ARTICLE II
GENERAL PROVISION
2.1 Capitalized Terms. Terms that are capitalized herein and not
otherwise defined shall have the meanings ascribed to such terms in the
Depositary Agreement.
2.2 Continuation Depositary Agreement. Except as aforesaid, the terms and
conditions of the Depositary Agreement are hereby confirmed, ratified and
approved in their entirety and shall continue in full force and effect.
2.3 References to Depositary Agreement. All references in the Depositary
Agreement to "this Agreement", "hereunder" or "hereof" or words of like import
referring to the Depositary Agreement shall mean the Depositary Agreement as
amended hereby.
2.4 Counterparts. This Amendment may be executed in counterparts which
taken together shall constitute one and the same instrument.
CALIFORNIA AND HAWAIIAN
SUGAR COMPANY, INC.
By: /s/ Jerrold D. Dotson
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Barry G. Mokate
EXHIBIT A
FORM OF COMMERCIAL PAPER MASTER NOTE
DISCOUNT NOTES
COMMERCIAL PAPER MASTER NOTE
________________
(Date of Issuance)
______________________________ (the "Issuer"), a corporation organized and
existing under the laws of the State of ____________, for value received, hereby
promises to pay to Cede & Co. or registered assigns on the maturity date of each
obligation identified on the records of the Issuer (which records are maintained
by ______________________ (the "Paying Agent")) the principal amount for each
such obligation. Payment shall be made by wire transfer to the registered owner
from the Paying Agent without the necessity of presentation and surrender of
this Master Note.
REFERENCE IS MADE TO THE FURTHER PROVISIONS
OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF.
This Master Note is a valid and binding obligation of the Issuer.
__________________________ __________________________
(As Guarantor) (As Issuer)
By: ______________________ By: ______________________
(Authorized Officer's (Authorized Officer's
Signature) Signature)
__________________________ __________________________
(Print Name and Title) (Print Name and Title)
At the request of the registered owner, the Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each obligation
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the obligations which are evidenced thereby shall no
longer be evidenced by this Master Note.
_________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
______________________________________ (Name, Address and Taxpayer
Identification Number of Assignee) the Master Note and all rights thereunder,
hereby irrevocably constituting and appointing _________________ Attorney to
transfer said Master Note on the books of the Issuer with full power of
substitution in the premises.
Dated: _________________________________
(Signature)
Signature(s) Guaranteed:
NOTICE: The signatures on this assignment must
correspond with the name as written upon the face of
this Master Note, in every particular, without
alteration or enlargement or any change whatsoever.
_________________________________________________________________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.