SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
----------------------------------------
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING
CREDIT
AND TERM LOAN AGREEMENT (this "Amendment"),
effective as of October 1, 2004 (the
"Effective Date"), at Honolulu, Hawaii, is
by and between ALEXANDER & BALDWIN,
INC., a Hawaii corporation (the
"Borrower"), the undersigned Banks (herein
called, individually, a "Bank" and,
collectively, the "Banks"), and FIRST
HAWAIIAN BANK, as agent for the Banks (the
"Agent").
PRELIMINARY STATEMENTS
----------------------
A. The Borrower, certain of the Banks and other institutions
were
parties to that certain Revolving Credit
and Term Loan Agreement dated as of
December 1, 1982. Such Revolving Credit and
Term Loan Agreement has been amended
and restated on numerous occasions, the
last of which occurring pursuant to that
certain Third Amended and Restated
Revolving Credit and Term Loan Agreement
effective as of November 30, 2001, by and
between the Borrower, the Banks and
the Agent (the "Credit Agreement").
B. The Credit Agreement was amended by that certain First Amendment
to
Third Amended and Restated Revolving Credit
and Term Loan Agreement effective as
of February 4, 2004, to amend the
definition of "Consolidated Net Income" to
account for the adoption by the Borrower of
certain accounting standards.
C. The Borrower has requested the Banks to extend the Termination
Date
of each Bank's Commitment from November 30,
2004, to January 1, 2008, to amend
the Credit Agreement to increase the Total
Commitment from $185,000,000.00, to
$200,000,000.00, and to amend certain other
terms and conditions of the Credit
Agreement.
D. The Banks are willing to amend the Credit Agreement in
accordance
with the terms and conditions of this
Amendment.
E. All capitalized terms used herein, unless otherwise defined, are
as
defined in the Credit Agreement.
AGREEMENT
---------
In consideration of the mutual covenants set forth herein, and
for
other good and valuable consideration, the
receipt and sufficiency of which is
hereby acknowledged, the parties hereto
agree as follows:
1. Extension of Termination Date. The Termination Date shall be
January
-----------------------------
1, 2008, or the Date to which such date is
extended from time to time as
provided in Section 1.1 B. of the Credit
Agreement, or the Date, following the
occurrence of an Event of Default, on which
the Agent, on behalf of the Banks,
exercises the remedies under Section 8.1(1)
or 8.1(2).
2. Increase in Total Commitment. The Total Commitment is hereby
----------------------------
increased from $185,000,000.00, to TWO
HUNDRED MILLION AND NO/100 DOLLARS
($200,000,000.00). Each Bank's Commitment
is hereby amended to the amounts
designated in Schedule 1 attached hereto
and made a part hereof.
3. Schedule I. Schedule I to the Credit Agreement is hereby deleted
and
----------
replaced with Schedule I attached hereto
and made a part hereof. In accordance
with the increase in the Total Commitment
from $185,000,000.00 to
$200,000,000.00, the individual Commitments
of each Bank are as shown in this
revised Schedule I.
4. Execution of Revolving Credit Notes. On the date hereof, and as
a
-----------------------------------
condition to the effectiveness of this
Amendment, (i) Borrower shall execute and
deliver to each Bank a Revolving Credit
Note, dated the date hereof, in the
forms attached as Exhibit A hereto, as
follows: (a) in the principal amount of
Fifty-three Million Five Hundred Thousand
Dollars ($53,500,000.00) to First
Hawaiian Bank; (b) in the principal amount
of Forty-eight Million Five Hundred
Thousand Dollars ($48,500,000.00) to Bank
of America, N.A.; (c) in the principal
amount of Thirty Million Dollars
($30,000,000.00) to Wells Fargo Bank, National
Association; (d) in the principal amount of
Thirty Million Dollars
($30,000,000.00) to Bank of Hawaii; (e) in
the principal amount of Twenty
Million Dollars ($20,000,000.00) to The
Bank of New York; (f) in the principal
amount of Eighteen Million Dollars
($18,000,000.00) to American Savings Bank,
F.S.B. Upon such execution and delivery,
the existing Revolving Credit Notes,
evidencing the Borrower's obligation to pay
each Bank's Commitment prior to this
Amendment, shall be replaced and
cancelled.
5. Amendment to Interest Rates. The Interest Rates for certain
Loans
---------------------------
are hereby amended as follows:
(a) Section 1.7 C.(ii) of the Credit Agreement is amended such
that the Interest Rate in respect of each
Eurodollar Loan during its related
Eurodollar Interest Period shall be the
Eurodollar Rate for such Eurodollar
Interest Period plus forty-seven and
one-half one-hundredths of one percent
(0.475%); and
(b) Section 1.7 D.(ii) of the Credit Agreement is amended such
that the Interest Rate in respect of each
Term Loan that is a Eurodollar Loan
during its related Eurodollar Interest
Period shall be the Eurodollar Rate for
such Eurodollar Interest Period plus
six-tenths of one percent (0.60%).
6. Amendment to Principal Payments Due Dates on Term Notes. Section
1.6
-------------------------------------------------------
of the Credit Agreement is hereby amended
such that the quarterly principal
payments due under all Term Notes is hereby
amended to be due on the first
Business Day of the immediately subsequent
months of April, July, October and
January, provided, however, that the fourth
such installment shall be in an
amount sufficient to repay in full the
unpaid principal amount thereof. The
maturity date of any such Term Note shall
be the date one (1) year subsequent to
the Termination Date. Except as amended
hereby, all other terms and conditions
of Section 1.6 of the Credit Agreement
shall remain in full force and effect.
Consistent with this Amendment, Exhibit B of the Agreement, the
form
Term Note, shall be replaced it its
entirety by the form Term Note attached
hereto as Exhibit B.
7. Minimum Amount of Each Letter of Credit. The first sentence
of
---------------------------------------
Section 1.14 E. of the Credit Agreement is
hereby amended so that each Letter of
Credit shall be for an amount which is at
least Two Million Five Hundred
Thousand Dollars ($2,500,000.00). Except as
amended hereby, all other terms and
conditions of Section 1.14(E) of the Credit
Agreement shall remain in full force
and effect.
8. Letter of Credit Fee. Section 1.14 H. of the Credit Agreement
is
--------------------
hereby amended such that each reference to
"55 basis points (0.55%)" is replaced
with the term "47.5 basis points (0.475%)."
Except as amended hereby, all other
terms and conditions of Section 1.14 H. of
the Credit Agreement shall remain in
full force and effect.
9. Interest Rates Upon Interest Payment Default. Section 1.7 of
the
--------------------------------------------
Credit Agreement is amended to add the
following subsection G. to read as
follows:
G. Interest Rates Upon Interest Payment Default. If the
--------------------------------------------
Borrower defaults in the payment when due of any interest
amount due under any Loan, the Interest Rate on the principal
amount of such Loan shall be amended, from the date such
interest amount was due to the date of actual payment, for
each day from and including the date such amount is payable to
but excluding the date such amount is paid, at a rate equal to
the Prime Rate from time to time in effect, plus two percent
(2%). Imposition of this rate of interest shall be in addition
to any other remedies available to the Banks under Article
VIII hereunder. So long as the principal amount of any such
Loan is not accelerated by the Agent, upon payment of the
interest payment(s) then in default, the Interest Rate on such
Loan shall revert back to the applicable Interest Rate on such
Loan to be charged on such Loan in the absence of such
interest payment default.
10. Audited Financial Statements. Section 6.1 A.(iii) of the
Credit
----------------------------
Agreement is hereby amended as follows: (a)
the requirement that the Borrower
submit an audited consolidating balance
sheet of the Borrower and its
Subsidiaries is hereby deleted, and (b) all
opinions of the accountants
preparing such audited financial
statements, whether by Deloitte & Touche, LLP
or other independent public accountants as
may be approved by the Banks, shall
be "unqualified" as to any of the matters
stated therein. Except as amended
hereby, all other terms and conditions of
Section 6.1 A.(iii) of the Credit
Agreement shall continue in full force and
effect.
11. Dividends; Redemptions. Section 7.8 B. of the Credit Agreement
is
----------------------
hereby amended to delete the second
paragraph of such section (which begins with
"On or after the date, ...) in its
entirety.
12. Definitions. The following definitions in Article IX of the
Credit
-----------
Agreement shall be amended as follows:
(a) The definition for "Contingent Liabilities" is hereby
----------------------
amended in its entirety as
follows:
"Contingent Liabilities": shall mean, (i) Indebtedness of any
----------------------
Person (other than the Borrower or any of its Subsidiaries),
(1) that the Borrower or any of its Subsidiaries are
contingently or directly liable under any partnership or joint
venture agreement, or (2) that is assumed, endorsed,
guaranteed or co-signed, directly or indirectly, by the
Borrower or any of its Subsidiaries; and (ii) any contingent
liability of the Borrower or any of its Subsidiaries arising
from any litigation that, pursuant to FASB Statement No. 5 (or
any successor thereto), is required to be reported in the
notes to the Borrower's consolidated financial statements
referred to in Section 6.1A(iii) hereof.
(b) The definition for "Excluded Liabilities" is hereby
--------------------
deleted in its entirety.
13. Reallocation of Existing Loans.
------------------------------
(a) 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:
(i) Not later than 8:00 a.m., Hawaii Standard Time,
the Agent shall advise each Bank of such
Bank's Proportional Sha
