EXHIBIT 4.3
FIRST AMENDMENT dated as of August 2, 1996 (this
"AGREEMENT") relating to the Credit Agreement dated as of
December 5, 1995 (the "CREDIT AGREEMENT"), among CASTLE &
COOKE, INC., a Hawaii corporation (the "BORROWER"), the
financial institutions party thereto (the "LENDERS"), THE
CHASE MANHATTAN BANK, a New York banking corporation,
formerly known as Chemical Bank, as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT") and as collateral
agent (in such capacity, the "COLLATERAL AGENT") for the
Lenders.
On July 25, 1996, the Borrower sold those certain Mortgaged Properties
listed on Schedule 1.01(c) to the Credit Agreement known as
Crosswinds/Northgate, Savannah and Sutton Place. In connection therewith and
pursuant to Section 2.09(b)(i) of the Credit Agreement, the Commitments of the
Lenders under the Credit Agreement were, effective as of the date of sale,
automatically reduced by $23,323,880, an amount equal to 75% of the net proceeds
of the sale, resulting in total Commitments after giving effect to such
reduction of $166,676,120. The Borrower has requested that the Lenders enter
into this Agreement in order to reinstate the Commitments of the Lenders under
the Credit Agreement by the amount of such Commitment reduction, and the Lenders
party hereto are willing, on the terms and subject to the conditions set forth
below, to agree to such Commitment reinstatement.
Accordingly, in consideration of the agreements, provisions and
covenants herein contained, and in compliance with the provisions of Section
9.08(b) of the Credit Agreement, the parties hereto hereby agree as follows:
SECTION 1. COMMITMENT REINSTATEMENT. The Required Lenders hereby
agree, effective as of the date hereof, to increase the Commitments of the
Lenders under the Credit Agreement by an amount equal to $23,323,880, after
giving effect to which the aggregate Commitments will be $190,000,000. The
Borrower explicitly acknowledges that Section 2.09(b)(i) and each other
provision of the Credit Agreement remain in full force and effect, including
with respect to any other or subsequent sale of any Mortgaged Property or
Additional Mortgaged Property that may occur.
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SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants to each of the Lenders, the Administrative Agent and the Collateral
Agent that:
(a) Before and after giving effect to this Agreement, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(b) Before and after giving effect to this Agreement, no Event
of Default or Default has occurred and is continuing.
SECTION 3. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same instrument.
SECTION 5. EXPENSES. The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Agreement, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Administrative Agent.
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SECTION 6. DEFINED TERMS. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
CASTLE & COOKE, INC.,
by
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Name:
Title:
THE CHASE MANHATTAN BANK,
formerly known as Chemical
Bank, individually and as
Administrative Agent and
Collateral Agent,
by
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Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
by
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Name:
Title:
4
BANK OF HAWAII,
by
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Name:
Title:
THE BANK OF NOVA SCOTIA, SAN
FRANCISCO AGENCY,
by
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Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO,
by
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Name:
Title:
KREDIETBANK N.V.,
by
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Name:
Title:
SOCIETE GENERALE,
by
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Name:
Title:
5
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
by
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Name:
Title:
FIRST HAWAIIAN BANK,
by
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Name:
Title: