SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT (this "Agreement") is made effective as of the 30 day
of November, 1998, 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 Agree-
ment") 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 and the Borrowers entered into the First Amendment to the
Credit Agreement, dated as of December 10, 1997 (the "First Amendment"),
pursuant to which The Bank of New York became a Bank under the Credit
Agreement.
D. The Banks which shall have a Commitment hereunder from and after the
date hereof are set forth on Schedule I attached hereto and Union Bank of
California, N.A. shall not have any Commitment hereunder from and after the
date hereof.
E. 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 out-
standing Loans from Union Bank of California, N.A. that Union Bank of
California, N.A. shall not be a party to the Credit Agreement or be a "Bank"
thereunder.
F. The parties hereto have agreed to amend the Credit Agreement to (i)
extend the Revolving Termination Date, (ii) specify the Revolving Commitments
of the Banks as set forth on Schedule I attached hereto, and (iii) amend
Sections 1.3, 1.6, and 7.1 A(ii) of the Credit Agreement as set forth herein.
G. 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, 2000, or the date to
----------------
which such date is extended from time to time as provided in Section 1.1 B
hereof.
B. Schedule I. Schedule I to the Credit Agreement, as heretofore
----------
replaced by Schedule I to the First Amendment is hereby deleted and
replaced with Schedule I attached hereto. From and after the date hereof,
Union Bank of California, N.A. shall not have any Commitment under the Credit
Agreement.
C. Reallocation of Existing Loans and Repayment of Union Bank of
-------------------------------------------------------------
California, N.A.
- ----------------
1. If on the date hereof there shall be any outstanding 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 deter-
mined 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 First Amendment (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 with 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 with the Credit Agreement.
(d) The Agent shall, not later than 12:00 noon, Hawaii time,
provide to Union Bank of California, N.A., 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 deter-
mined in accordance with 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 out-
standing 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 with 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 with 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
Union Bank of California, N.A., 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 with the Credit Agreement.
3. On the date on which Union Bank of California, N.A. shall have
received repayment in full of all Loans made by Union Bank of California, N.A.
and any other amounts payable to or on account of Union Bank of California,
N.A., Union Bank of California, N.A. shall cease to be a party to the Credit
Agreement, shall cease for all purposes to be a Bank hereunder and Union Bank
of California, N.A. shall return to the Agent for cancellation by the Borrowers
the Revolving Credit Note, dated April 1, 1989, in the amount of fifteen
million dollars ($15,000,000.00).
D. Facility Fee.
------------
1. Subsection 1.3 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"Section 1.3 Fee for Revolving Credit Commitment. The Borrowers
-----------------------------------
agree to pay the Agent, for distribution to the Banks ratably
according to their respective Commitments, a facility fee computed on the
basis of the actual number of days elapsed and a 365-day year, payable
from time to time at the rate of one-eighth of one percent (0.125%) per
annum on the full amount of each Bank's Commitment. The facility fee
shall be determined at the aforesaid rate from the date of the Second
Amendment to Second Amended and Restated Revolving Credit and Term Loan
Agreement to and including the Termination Date. Except as otherwise
provided in Section 1.4 below, the facility fee will be payable quarterly
in arrears not later than the fifteenth day of each January, April, July
and October, for the quarter ending on the last day of the previous month
commencing April 15, 1998."
2. The term "Commitment Fee" as it appears in the Credit Agreement is
hereby amended in each instance to "Facility Fee".
E. Term Notes.
----------
(a) Subsection 1.6 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:
"Section 1.6 Term Notes. The obligation of the Borrowers to repay
----------
the amount of their Term Loan to each Bank shall be evidenced by a
promissory note of the Borrowers (a "Term Note," and collectively, the
"Term Notes"), in substantially the form of Exhibit B hereto, with
appropriate insertions, dated the date of such Term Loan, which shall bear
interest on the unpaid principal amount of each installment thereof at the
rate provided in Section 1.7, and shall be payable in twelve substantially
equal quarterly installments, each equal to one-twelfth of the original
principal balances of such Term Note, on the last Business Day of
September, December, March and June of each year commencing the first such
day after the date of the Term Note, all as set forth in such Term Note;
provided, however, that the twelfth such installment shall be in an amount
sufficient to repay in full the unpaid principal amount thereof."
(b) The form of the Term Note attached as Exhibit B to the Credit
Agreement is hereby amended by the deletion of the word "twenty" in the first
paragraph thereof and its replacement with the word "twelve".
F. Financial Covenants. Subsection 7.1A (ii) of the Credit Agreement
-------------------
is hereby deleted in its entirety and replaced with the following:
(ii) Notwithstanding the provisions of Section 7.1 A (i), the
Parent's Consolidated Tangible Net Worth may decline below the amount then
permitted under Section 7.1 A (i), but in no event more than $125,000,000
below such amount, in an amount equal to the aggregate consideration paid
by the Parent to its shareholders to repurchase shares of its capital
stock as permitted by Section 7.8 B hereof; provided, that if Consolidated
--------
Tangible Net Worth has already declined by $125,000,000 below such amount,
it may decline by up to an additional $1,000,000 as a result of such
repurchases permitted under the second sentence of the second paragraph of
Section 7.8 B hereof."
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 and
---------------------
of the First Amendment 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 or of the First Amendment, the provisions of
this Agreement shall control; but in all other respects, the provisions of the
Credit Agreement and of the First Amendment 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 and Facsimile Signatures. The parties to this Agree-
-------------------------------------
ment 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. The submission of a signature
page transmitted by facsimile telecopy (or similar electronic transmission
facility) shall be fully binding and in full effect for all purposes under this
Agreement. In such event, original signature pages shall be delivered within a
reasonable time and substituted for the facsimile signature pages in the
counterpart copies upon receipt.
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 & Assistant Its Vice President
Treasurer
As a "Bank" and as "Agent"
By /s/ G. R. Rogers
Its Exec. Vice President,
Chief Financial Officer & BANK OF AMERICAN NATIONAL
Treasurer TRUST AND SAVINGS ASSOCIATION
By /s/ James P. Johnson
Its Managing Director
As a "Bank" and as "Co-Agent"
A&B-HAWAII, INC. BANK OF HAWAII
By /s/ Thomas A. Wellman By /s/ Robert M. Wheeler III
Its Vice President & Its Vice President
Asst. Treasurer
As a "Bank"
By /s/ G. R. Rogers
Its Sr. Vice President, THE BANK OF NEW YORK
Chief Financial Officer &
Treasurer By /s/ Elizabeth T. Ying
Its Vice President
"Borrowers"
As a "Bank"
UNION BANK OF CALIFORNIA, N.A.
By /s/ Susan D. Biba
Its Vice President
As a "Departing Bank"
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 Bank of New York 20,000,000
------------
TOTAL: $140,000,000