Prudential Capital Group
Corporate Finance
Four Embarcadero Center, Suite 2700, San Francisco CA 94111
Tel 415 398-7310 Fax 415 421-6233
January 16, 2007
ALEXANDER & BALDWIN, INC.
822 Bishop Street
Honolulu, Hawaii 96813
Gentlemen:
Reference is made to (i) the Note Agreement (the "Existing Agreement") dated as
of June 4, 1993, by and between Alexander & Baldwin, Inc. (the "Company") and
A&B-Hawaii, Inc., on the one hand, and The Prudential Insurance Company of
America, on the other hand, and (ii) the Note Purchase and Private Shelf
Agreement (the "2006 Agreement") dated as of April 19, 2006, by and between the
Company, on the one hand, and Prudential Investment Management, Inc. and each
Prudential Affiliate (as defined therein) that is or may become bound by certain
provisions thereof on the other hand. Prior to the date hereof, A&B-Hawaii, Inc.
ceased to be a party to the Existing Agreement.
Pursuant to paragraph 11C of the Existing Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned and the Company hereby agree that:
1. (a) Notwithstanding anything in paragraph 6 of the Existing Agreement to the
contrary, the Company shall be deemed to be in compliance with or in default
under (as the case may be) paragraph 6 of the Existing Agreement by being in
compliance with or in default under (as the case may be) paragraph 6 of the 2006
Agreement as the same may be amended or otherwise modified from time to time.
(b) No termination of the 2006 Agreement in whole or in part shall affect the
continued application to the Existing Agreement of paragraph 6 of the 2006
Agreement and, upon the written request of the Company or the undersigned,
paragraph 6 of the Existing Agreement shall be amended to restate such paragraph
in substantially the same form as then existing in paragraph 6 of the 2006
Agreement.
2. Notwithstanding anything to the contrary herein, the foregoing shall be of no
further force and effect on or after July 27, 2007, if on or before such date at
least $100,000,000 of notes have not been issued pursuant to the 2006 Agreement.
3. Notwithstanding anything in paragraph 5A of the Existing Agreement to the
contrary, the Company shall not be required to deliver an auditor's certificate
of non-default in connection with the Company's periodic delivery of audited
financial statements pursuant to paragraph 5A of the Existing Agreement.
4. This letter agreement shall be governed by the law of the State of
California, and shall be effective as of April 19, 2006.
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 be
effective as of the date first appearing above upon its execution and delivery
by each party named as a signatory hereto.
Sincerely,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Mathew Douglass
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Title: Vice President
Acknowledged and agreed:
ALEXANDER & BALDWIN, INC.
By: /s/ W. Allen Doane
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Title: Chief Executive Officer
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By: /s/ Christopher J. Benjamin
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Title: Chief Financial Officer
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