November 25, 2003
ALEXANDER & BALDWIN, INC.
822 Bishop Street
Honolulu, Hawaii 96801
Gentlemen:
Reference is made to (i) the Private Shelf Agreement (the "1996 Agreement"),
dated as of August 2, 1996, by and between Alexander & Baldwin, Inc. (the
"Company"), on the one hand, and The Prudential Insurance Company of America
("Prudential") and each Prudential Affiliate (as defined therein) that has
become bound by certain provisions thereof, on the other hand, (ii) the Private
Shelf Agreement (the "2001 Agreement") dated as of April 25, 2001, by and
between the Company, on the one hand, and Prudential and each Prudential
Affiliate (as defined therein) that has become bound by certain provisions
thereof, on the other hand and (iii) the Private Shelf Agreement (the "2003
Agreement") dated as of November 25, 2003 by and between the Company, on the one
hand, and Prudential Investment Management, Inc. and each Prudential Affiliate
(as defined therein) that may become bound by certain provisions thereof, on the
other hand.
Pursuant to paragraph 11C of each of the 1996 Agreement an the 2001 Agreement,
the undersigned and the Company agree that:
(a) the Company shall be deemed to be in compliance with or in default
under (as the case may be) paragraph 6 of each of the 1996 Agreement and the
2001 Agreement by being in compliance with or in default under (as the case may
be) paragraph 6 of the 2003 Agreement as the same may be amended or otherwise
modified from time to time; and
(b) no termination of the 2003 Agreement in whole or in part shall
effect the continued application hereunder of paragraph 6 thereof and, upon the
written request of the Company or any of the undersigned then party to the 1996
Agreement or the 2001 Agreement (as applicable), paragraph 6 of the 1996
Agreement and/or the 2001 Agreement shall be amended to restate such paragraph
in substantially the same form as then existing in paragraph 6 of the 2003
Agreement.
Pursuant to Paragraph 11C of the 2001 Agreement, the Company and Prudential
agree that the Issuance Period in the 2001 Agreement shall terminate effective
the date hereof.
If you are in agreement with the foregoing, please execute each of the enclosed
counterparts of this letter agreement in the space indicated below and return
them to Prudential Capital Group at: Four Embarcadero Center, Suite 2700, San
Francisco, CA 94111, Attention: James F. Evert. This letter agreement shall not
be effective until executed by each signatory hereto.
Sincerely,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Joseph Y. Alouf
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Title: Vice President
PRUCO LIFE INSURANCE COMPANY
By: /s/ Joseph Y. Alouf
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Title: Vice President
PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY
By: /s/ Joseph Y. Alouf
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Title: Vice President
Acknowledged and agreed:
ALEXANDER & BALDWIN, INC.
By: /s/ Thomas A. Wellman
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Title: Controller & Assistant Treasurer
By: W. Allen Doane
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Title: President & Chief Executive Officer