THIRD AMENDMENT dated as of March 31, 1997 (this
"AGREEMENT"), relating to the Credit Agreement dated as of
December 5, 1995, as amended (the "CREDIT AGREEMENT"), among
CASTLE & ▇▇▇▇▇, 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.
The Borrower has requested that the Lenders enter into this
Agreement in order to amend the Credit Agreement to extend the date for the
Scheduled Reduction of the Commitments from March 31, 1997, to May 31, 1997.
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. AMENDMENT. Each Lender hereby agrees, effective as of
March 31, 1997, to amend Section 2.09(a) of the Credit Agreement by deleting
the date "March 31, 1997" from clause (i) thereof and replacing such date
with "May 31, 1997".
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower
represents and warrants to each of the Lenders, the Administrative Agent and
the Collateral Agent that:
(a) 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) 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 & ▇▇▇▇▇, counsel for the Administrative Agent.
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 & ▇▇▇▇▇, INC.,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and CFO
THE CHASE MANHATTAN BANK, formerly known
as Chemical Bank, individually and as
Administrative Agent and Collateral
Agent,
by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
by /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK OF HAWAII,
by /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, SAN
FRANCISCO AGENCY,
by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Relationship Manager
THE FIRST NATIONAL BANK OF CHICAGO,
by /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
KREDIETBANK N.V.,
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
by /s/ ▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE,
by /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
by /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
FIRST HAWAIIAN BANK,
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Title: Vice President
Solely for the purpose
of consenting to the
foregoing Amendment
with regard to certain
Guarantee Agreements
dated as of December 27,
1995, as Guarantors
thereunder:
EACH OF THE SUBSIDIARIES
OF THE BORROWER LISTED
ON SCHEDULE I HERETO:
by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized
Officer
SCHEDULE I TO THE
THIRD AMENDMENT
SUBSIDIARY GUARANTORS
Hawaii Newsub, Inc. (nka Lanai Company, Inc.)
Castle & ▇▇▇▇▇ Commercial Hawaii, Inc. (nka Castle & ▇▇▇▇▇ Properties, Inc.)
Castle & ▇▇▇▇▇ Hawaii, Inc. (nka Castle & ▇▇▇▇▇ Homes Hawaii, Inc.)
Castle & ▇▇▇▇▇ Homes California, Inc. (nka Castle & ▇▇▇▇▇ California, Inc.)
C&C Commercial - CA, Inc. (nka Castle & ▇▇▇▇▇ Commercial - CA, Inc.)
Arizona Newsub, Inc. (nka Castle & ▇▇▇▇▇ Arizona, Inc.)
Castle & ▇▇▇▇▇ Kunia, Inc. (subsidiary of Castle & ▇▇▇▇▇ Homes Hawaii, Inc.)
