EXHIBIT 4.b.(ii)
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT (this "Agreement") is made effective as of the tenth
day of December, 1997, by and among ALEXANDER & BALDWIN, INC.,
a Hawaii corporation (the "Parent"), a Hawaii corporation, A&B-HAWAII, INC., a
Hawaii corporation ("A&B-Hawaii") (the Parent and A&B-Hawaii are hereinafter
referred to jointly and severally as the "Borrowers" and individually as a
"Borrower"), the banks (herein called, individually, a "Bank" and,
collectively, the "Banks") from time to time party to that certain Second
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
December 31, 1996, (the "Credit Agreement") and FIRST HAWAIIAN BANK, a Hawaii
corporation, as agent for the Banks (the "Agent").
I. BACKGROUND.
----------
A. All capitalized terms used herein shall have the meanings set forth in
the Credit Agreement except as otherwise expressly provided herein.
B. The Banks other than The Bank of New York extended a revolving credit
facility with a term loan feature to the Borrowers pursuant to the terms and
conditions of the Credit Agreement.
C. The Banks which shall have a Commitment hereunder from and after the
date hereof are set forth on Schedule I attached hereto and Credit Lyonnais Los
Angeles Branch shall not have any Commitment hereunder from and after the date
hereof.
D. The parties hereto intend that any outstanding Eurodollar Loan(s) and
CD Loan(s) be repaid and/or reallocated in such a manner as to avoid prepayment
before the expiration of their current Eurodollar Interest Period and CD
Interest Period, as applicable, and that after repayment of any outstanding
Loans from Credit Lyonnais Los Angeles Branch that Credit Lyonnais Los Angeles
Branch shall not be a party to the Credit Agreement or be a "Bank" thereunder.
E. The parties hereto have agreed to amend the Credit Agreement to (i)
extend the Revolving Termination Date, (ii) reallocate the Revolving
Commitments of the Banks as set forth on Schedule I attached hereto, and (iii)
amend Section 7.4 of the Credit Agreement as set forth herein.
F. The Banks are willing to so amend the Credit Agreement in accordance
with the terms and conditions of this Agreement.
II. AGREEMENTS.
----------
In consideration of the mutual covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
A. Termination Date. The definition of "Termination Date" in Subsection
---------------- ----------------
9.1 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
"Termination Date": shall mean November 30, 1999, or the
----------------
date to which such date is extended from time to time as provided in
Section 1.1B hereof.
B. Schedule I. Schedule I to the Credit Agreement is hereby deleted and
----------
replaced with Schedule I attached hereto. From and after the date hereof,
Credit Lyonnais Los Angeles Branch shall not have any Commitment under the
Credit Agreement.
C. Issuance of Revolving Credit Notes; and Issuance of Rider. On the
---------------------------------------------------------
date hereof, and as a condition to the effectiveness of this Agreement, (i) the
Borrowers shall issue a Revolving Credit Note, dated the date hereof, in the
form of Exhibit A hereto, in the amount of twenty million dollars
($20,000,000.00) to The Bank of New York; and (ii) Borrowers shall issue a
Third Rider to Revolving Credit Note, dated the date hereof, in the form of
Exhibit B hereto, to Union Bank of California.
D. Reallocation of Existing Loans and Repayment of Credit Lyonnais Los
-------------------------------------------------------------------
Angeles Branch.
- --------------
1. If on the date hereof there shall be any outstanding Term Loans or
Prime Loans, on the date hereof with respect to each such Loan, as conditions
to the effectiveness of this Agreement:
(a) Not later than 8:00 am, Hawaii time, the Agent shall advise each
Bank of such Bank's Proportional Share of such outstanding Loans determined in
accordance with the Commitments set forth on Schedule I attached hereto (the
"Revised Proportional Share") and the amount by which such Bank's Revised
Proportional Share exceeds or is less than such Bank's Proportional Share
determined in accordance with the Commitments set forth on Schedule I to the
Credit Agreement (the "Former Proportional Share").
(b) To the extent that any Bank's Revised Proportional Share exceeds
such Bank's Former Proportional Share, such Bank shall, not later than
10:00 am, Hawaii time, provide to the Agent at its office specified in Section
12.4 of the Credit Agreement, immediately available funds in Dollars such
amount together with any accrued but unpaid interest on such amount determined
in accordance the Credit Agreement.
(c) To the extent that any Bank's Former Proportional Share exceeds
such Bank's Revised Proportional Share, the Agent shall, not later than 12:00
noon, Hawaii time, provide to such Bank immediately available funds in Dollars
in such amount together with any accrued but unpaid interest on such amount
determined in accordance the Credit Agreement.
(d) The Agent shall, not later than 12:00 noon, Hawaii time, provide
to Credit Lyonnais Los Angeles Branch, the outstanding principal amount of its
Proportional Share of such Loan(s) with immediately available funds in Dollars
together with any accrued but unpaid interest on such amount determined in
accordance the Credit Agreement.
2. If on the date hereof there shall be any outstanding CD Loans or
Eurodollar Loans, each such outstanding CD Loan and Eurodollar Loan shall
remain in effect until the expiration date(s) of the current related Eurodollar
Interest Period(s) or CD Interest Period(s), as applicable. If the Borrowers
have elected pursuant to Section 1.7 B. of the Credit Agreement to extend such
Loan(s), such outstanding Loan(s) shall be reallocated and repaid in the manner
specified in subsections (a) through (d) below. Any such Loan(s) converted to
a Prime Loan pursuant to said Section 1.7 B. shall be reallocated and repaid in
the manner specified in Subsections (a) through (d) of Section II. D. 1.,
above, on the last day of the relevant CD Interest Period or Eurodollar
Interest Period.
(a) Not later than 8:00 am, Hawaii time, on the second Business
Domestic Day or Eurodollar Business Day, as applicable, prior to the last day
of the relevant CD Interest Period or Eurodollar Interest Period, the Agent
shall advise each Bank of such Bank's Revised Proportional Share of such
outstanding Loan and the amount by which such Bank's Revised Proportional Share
exceeds or is less than such Bank's Former Proportional Share.
(b) To the extent that any Bank's Revised Proportional Share exceeds
such Bank's Former Proportional Share, such Bank shall, not later than
10:00 am, Hawaii time, on the last day of such CD Interest Period or Eurodollar
Interest Period provide to the Agent at its office specified in Section 12.4 of
the Credit Agreement, immediately available funds in Dollars such amount
together with any accrued but unpaid interest on such amount determined in
accordance the Credit Agreement.
(c) To the extent that any Bank's Former Proportional Share exceeds
such Bank's Revised Proportional Share, the Agent shall, not later than 12:00
noon, Hawaii time, on the last day of such CD Interest Period or Eurodollar
Interest Period, provide to such Bank immediately available funds in Dollars in
such amount together with any accrued but unpaid interest on such amount
determined in accordance the Credit Agreement.
(d) The Agent shall, not later than 12:00 noon, Hawaii time, on the
last day of such CD Interest Period or Eurodollar Interest Period, provide to
Credit Lyonnais Los Angeles Branch, the outstanding principal amount of its
Proportional Share of such Loan(s) with immediately available funds in Dollars
together with any accrued but unpaid interest on such amount determined in
accordance the Credit Agreement.
3. On the date on which Credit Lyonnais Los Angeles Branch shall have
received repayment in full of all Loans made by Credit Lyonnais Los Angeles
Branch and any other amounts payable to or on account of Credit Lyonnais Los
Angeles Branch, Credit Lyonnais Los Angeles Branch shall cease to be a party to
the Credit Agreement, shall cease for all purposes to be a Bank hereunder and
Credit Lyonnais Los Angeles Branch shall return to the Agent for cancellation
by the Borrowers the Revolving Credit Note, dated December 29, 1992, in the
amount of twenty-five million dollars ($25,000,000.00);
E. Sale of Assets. Section 7.4 of the Credit Agreement is hereby
--------------
deleted in its entirety and replaced with the following:
Section 7.4 Sale of Assets. Each Borrower agrees that it
--------------
will not, and Parent agrees that it will not permit Matson or any
Subsidiary of Matson to, sell the accounts, contract rights
or receivables pertaining to its business or sell, lease,
abandon or otherwise dispose of, directly or indirectly, its
assets or any portion thereof except in the ordinary course
of business; provided, however, that the Borrowers, Matson
-------- -------
or any Subsidiary of Matson may discontinue or sell the operations of
any division of its business (other than discontinuing or
selling the Borrowers' HC&S division substantially in its
entirety), or otherwise may dispose of any operation, right,
privilege or property, if management shall deem the same
advisable in the interest of the business of such Borrower
and of Matson and Matson's Subsidiaries, subject to the
provisions of Section 7.5 hereof, and subject to the further
provisions that, (i) in any fiscal year, the aggregate value
of all such dispositions not in the ordinary course of
business shall not exceed twenty percent (20%) of
Consolidated Total Assets, and (ii) from and after September
30, 1996, the aggregate value of all such dispositions not
in the ordinary course of business shall not exceed three
hundred sixty million dollars ($360,000,000), provided that
--------
at any time such assets disposed of since the beginning of the most
recently ended fiscal year shall not have contributed more
than an average of twenty percent (20%) of Parent's
Consolidated Net Income during the two most recently ended
fiscal years and, provided further that the proceeds of any
---------------
such dispositions in excess of one hundred million dollars
($100,000,000) after September 30, 1996 shall be applied to
the repayment of Funded Indebtedness. Sales of assets from
the Borrowers' property management and development
activities, and sales of marketable securities owned by the
Parent and that are not securities issued by a Subsidiary
shall be deemed within the ordinary course of business.
Nothing in this Section 7.4 shall restrict any transfer of
any assets from A&B-Hawaii to the Parent at any time or from
time to time.
F. Notices. Section 12.4 of the Credit Agreement is hereby amended to
-------
add to the phrase "The Banks: At the addresses indicated on the signature
---------
pages below" the following:
"or, if modified, on the signature pages of any amendment or supplement
hereto."
G. Confirmation of Warranties and Covenants; No Event of Default. All of
-------------------------------------------------------------
the continuing warranties of the Borrowers contained in the Credit Agreement,
are hereby confirmed and reaffirmed by the Borrowers as being true, valid and
correct as of the date of this Agreement. The Borrowers represent and warrant
that no Event of Default exists as of the date of this Agreement.
H. No Defenses. The Borrowers acknowledge that the neither of them has
-----------
any offsets, counterclaims, deductions, or defenses to payment or performance
of its duties and obligations under the Credit Agreement.
I. Full Force and Effect. The provisions of the Credit Agreement are
---------------------
hereby amended to conform with this Agreement, and in the event of any conflict
between the provisions of this Agreement and the provisions of the Credit
Agreement, the provisions of this Agreement shall control; but in all other
respects, the provisions of the Credit Agreement shall continue in full force
and effect.
J. Rights of the Banks. This Agreement is made on the express condition
-------------------
that nothing contained herein shall in any way be construed as affecting,
impairing, or waiving any rights of the Banks under the Credit Agreement.
K. Bind and Inure. This Agreement shall be binding upon and inure to the
--------------
benefit of the Banks, the Borrowers and their respective successors and
assigns.
L. Applicable Law; Severability. This Agreement shall be governed by and
----------------------------
interpreted in accordance with the laws of the State of California. If any
provision of this Agreement is held to be invalid or unenforceable, the
validity or enforceability of the other provisions shall remain unaffected.
M. Paragraph Headings. The headings of paragraphs in this Agreement are
------------------
inserted only for convenience and shall in no way define, describe, or limit
the scope or intent of any provision of this Agreement.
N. Counterparts. The parties to this Agreement agree that this Agreement
------------
may be executed in counterparts, each of which shall be deemed an original, and
said counterparts shall together constitute one and the same agreement, binding
all of the parties hereto, notwithstanding all of the parties are not signatory
to the original or the same counterparts. In making proof of this Agreement,
it shall not be necessary to produce or account for more than one such
counterpart. For all purposes, including, without limitation, recordation and
delivery of this Agreement, duplicate unexecuted and unacknowledged pages of
the counterparts may be discarded and the remaining pages assembled as one
document.
[REST OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ALEXANDER & BALDWIN, INC. FIRST HAWAIIAN BANK
By /s/ Thomas A. Wellman By /s/ Adolph F. Chang
-------------------------------- -------------------------------
Its Controller & Asst. Treasurer Its Vice President
As a "Bank" and as "Agent"
By /s/ G. R. Rogers
--------------------------------
Its Exec. VP, CFO & Treasurer BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
A&B-HAWAII, INC. By /s/ James P. Johnson
-------------------------------
By /s/ Thomas A. Wellman Its Managing Director
--------------------------------
Its VP, Controller & Asst. Treasurer As a "Bank" and as "Co-Agent"
By /s/ G. R. Rogers THE UNION BANK OF CALIFORNIA,N.A.
--------------------------------
Its Senior VP, CFO & Treasurer
By /s/ John C. Lee
"Borrowers" -------------------------------
Its Assistant Vice President
As a "Bank"
CREDIT LYONNAIS
LOS ANGELES BRANCH
BANK OF HAWAII
By /s/ Dianne M. Scott
-------------------------------- By /s/ Robert M. Wheeler, III
Its Vice President and Manager -------------------------------
Its Vice President
As a "Departing Bank"
As a "Bank"
THE BANK OF NEW YORK
By /s/ Elizabeth T. Ying
-------------------------------
Its Vice President
As a "Bank"
The Bank of New York
10990 Wilshire Boulevard
Suite 1125
Los Angeles, CA 90024
Attn: Ms. Elizabeth T. Ying
Vice President
Telephone: (310) 996-8661
Facsimile: (310) 996-8667
SCHEDULE I
Commitments
-----------
First Hawaiian Bank $ 45,000,000
Bank of America National
Trust and Savings Association 45,000,000
Bank of Hawaii 30,000,000
The Union Bank of California, N.A. 15,000,000
The Bank of New York 20,000,000
------------
TOTAL $155,000,000
EXHIBIT A
REVOLVING CREDIT NOTE
$20,000,000 San Francisco, California
--------------, 1997
ALEXANDER & BALDWIN, INC., a Hawaii corporation and A&B-HAWAII,
INC., a Hawaii corporation (hereafter referred to jointly and severally as the
"Borrowers"), FOR VALUE RECEIVED, hereby jointly and severally promise to pay
to the order of THE BANK OF NEW YORK (the "Payee") at the offices of First
Hawaiian Bank, a Hawaii corporation located at 999 Bishop Street, Honolulu,
Hawaii, the principal sum of Twenty Million Dollars ($20,000,000), on the
Termination Date (as defined in the Agreement referred to below) in lawful
money of the United States of America and in immediately available funds.
The Borrowers jointly and severally promise also to pay interest on
the unpaid principal amount thereof in like money and funds at said office from
the date hereof until paid at the rates per annum which will be determined in
accordance with the provisions of Article I and Article II of the Second
Amended and Restated Revolving Credit and Term Loan Agreement (the "Agreement")
effective as of December 31, 1996, among the Borrowers, the Payee and the other
banks party thereto, said interest to be payable at the times provided for in
the Agreement.
This Note is one of the Notes referred to in the Agreement and is
entitled to the benefits thereof. This Note is subject to prepayment, in whole
or in part, as specified in the Agreement. In case an Event of Default, as
defined in the Agreement, shall occur and shall be continuing, the principal of
and accrued interest on this Note may become due and payable in the manner and
with the effect provided in the Agreement.
The Borrowers hereby waive presentment, demand, protest or notice
of any kind in connection with this Note.
This Note shall be governed by and construed in accordance with the
laws of the State of California.
ALEXANDER & BALDWIN, INC.
By
---------------------------------------
Its
By
---------------------------------------
Its
A&B-HAWAII, INC.
By
---------------------------------------
Its
By
---------------------------------------
Its
EXHIBIT B
THIRD RIDER TO REVOLVING CREDIT NOTE
(UNION BANK OF CALIFORNIA)
This Third Rider to Revolving Credit Note, dated as of ,
, -----------
1997, by and between Alexander & Baldwin, Inc., a Hawaii corporation, A&B-
Hawaii, Inc., a Hawaii corporation (jointly and severally, the "Borrowers"),
and Union Bank of California, N.A. (formally, The Bank of California, N.A., the
"Bank") amends and is to be attached to the Revolving Credit Note dated
April 1, 1989 in the original principal amount of $20,000,000 issued by the
Borrowers in favor of the Bank (the "Revolving Credit Note"), which Revolving
Credit Note was amended by the First Rider to Revolving Credit Note dated
November 26, 1991 and as further amended by the Second Rider to Revolving
Credit Note dated December 29, 1992.
The Borrowers and Bank hereby agree as follows:
1. Amendment. The number "10,000,000" in each instance it appears
---------
in the Revolving Credit Note, as amended, shall be increased to "15,000,000,"
and the words "Ten Million Dollars" shall be changed to "Fifteen Million
Dollars."
2. Continuation. Except as expressly amended hereby, the
------------
Revolving Credit Note, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Rider as
of the date first written above.
ALEXANDER & BALDWIN, INC.,
a Hawaii corporation
By
---------------------------------------
Its
By
---------------------------------------
Its
A&B-HAWAII, INC.,
a Hawaii corporation
By
---------------------------------------
Its
By
---------------------------------------
Its
UNION BANK OF CALIFORNIA, N.A.,
By John C. Lee
---------------------------------------
Its Assistant Vice President