{"id":41213,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/private-shelf-agreement-alexander-amp-baldwin-inc-and-the.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"private-shelf-agreement-alexander-amp-baldwin-inc-and-the","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/private-shelf-agreement-alexander-amp-baldwin-inc-and-the.html","title":{"rendered":"Private Shelf Agreement – Alexander & Baldwin Inc. and The Prudential Insurance Company of America"},"content":{"rendered":"
\n- -----------------------------------------------------------------\n\n\n\n\n\n                           ALEXANDER & BALDWIN, INC.\n\n                                A&B-HAWAII, INC.\n\n\n\n                            PRIVATE SHELF AGREEMENT\n\n\n\n\n\n\n                                  $50,000,000\n\n                             Private Shelf Facility\n\n\n                           Dated as of August 2, 1996\n\n\n\n\n- -----------------------------------------------------------------\n\n\n\n                               TABLE OF CONTENTS\n                            (not part of agreement)\n                            \n       [Page number references do not correspond with electronic version]\n\n\n                                                                          Page\n                                                                          ----\n\n\n1.   AUTHORIZATION OF ISSUE OF NOTES ......................................  1\n\n2A.  Intentionally Omitted ................................................  2\n\n2B.  PURCHASE AND SALE OF NOTES ...........................................  2\n     2B(1).      Facility .................................................  2\n     2B(2).      Issuance Period and Spread Information ...................  2\n     2B(2)(i).   Issuance Period ..........................................  2\n     2B(2)(ii).  Periodic Spread Information ..............................  2\n     2B(3).      Request for Purchase .....................................  3\n     2B(4).      Rate Quotes ..............................................  3\n     2B(5).      Acceptance ...............................................  3\n     2B(6).      Market Disruption ........................................  4\n     2B(7).      Facility Closings ........................................  4\n     2B(8).      Fees .....................................................  5\n     2B(8)(i).   Structuring Fee ..........................................  5\n     2B(8)(ii).  Issuance Fee .............................................  5\n     2B(8)(iii). Delayed Delivery Fee .....................................  5\n     2B(8)(iv).  Cancellation Fee .........................................  6\n     \n3.   CONDITIONS OF CLOSING ................................................  6\n     3A.         Certain Documents ........................................  6\n     3B.         Opinion of Purchaser's Special Counsel ...................  7\n     3C.         Representations and Warranties; No Default ...............  7\n     3D.         Purchase Permitted By Applicable Laws ....................  7\n     3E.         Solvency of A&B-Hawaii ...................................  8\n     3F.         Payment of Fees ..........................................  8\n     \n4.   PREPAYMENTS ..........................................................  8\n     4A.         Required Prepayments of Notes ............................  8\n     4B.         Optional Prepayment With Yield-Maintenance Amount ........  8\n     4C.         Notice of Optional Prepayment ............................  8\n     4D.         Application of Prepayments ...............................  9\n     4E.         Retirement of Notes ......................................  9\n     \n5.   AFFIRMATIVE COVENANTS ................................................  9\n     5A.         Financial Statements .....................................  9\n     5B.         Inspection of Property ................................... 11 \n     5C.         Covenant to Secure Note Equally .......................... 11\n     5D.         Intentionally Omitted .................................... 11\n     5E.         Maintenance of Properties; Insurance ..................... 11\n     5F.         Environmental and Safety Laws ............................ 11\n     \n6.   NEGATIVE COVENANTS ................................................... 12\n     6A.         Minimum Net Worth ........................................ 12\n     6B.         Lien and Other Restrictions .............................. 12\n     6B(1).      Liens .................................................... 12\n     6B(2).      Loans and Advances ....................................... 14\n     6B(3).      Merger and Sale of Assets ................................ 14\n     6B(4).      Interest Coverage ........................................ 15\n     6B(5).      Sale or Discount of Receivables .......................... 15\n     6B(6).      Debt Restrictions ........................................ 15\n     6B(7).      Sale-Leasebacks .......................................... 16\n     6B(8).      Transactions with Holders of\n                 Partnership or Other Equity Interests .................... 16\n     6B(9).      Guarantees and Related Obligations ....................... 16\n     6B(10).     Transfer of Assets to Subsidiaries ....................... 17\n     6B(11).     Excluded Liabilities ..................................... 17\n     6C.         Sale of Stock and Debt of Subsidiaries ................... 17\n     6D.         Restricted Payments ...................................... 18\n\n7.   EVENTS OF DEFAULT .................................................... 18\n     7A.         Acceleration ............................................. 18\n     7B.         Rescission of Acceleration ............................... 21\n     7C.         Notice of Acceleration or Rescission ..................... 21\n     7D.         Other Remedies ........................................... 21\n\n8.   REPRESENTATIONS, COVENANTS AND WARRANTIES ............................ 22\n     8A.         Organization ............................................. 22\n     8B.         Financial Statements ..................................... 22\n     8C.         Actions Pending .......................................... 23\n     8D.         Outstanding Debt ......................................... 23\n     8E.         Title to Properties ...................................... 23\n     8F.         Taxes .................................................... 23\n     8G.         Conflicting Agreements and Other Matters ................. 24\n     8H.         Offering of the Notes .................................... 24\n     8I.         Regulation G, etc. ....................................... 24\n     8J.         ERISA .................................................... 24\n     8K.         Governmental Consent ..................................... 25\n     8L.         Utility Company Status ................................... 25\n     8M.         Investment Company Status ................................ 25\n     8N.         Bank Holding Company Status .............................. 25\n     8O.         Real Property Matters .................................... 25\n     8P.         Possession of Francises, Licenses, etc. .................. 26\n     8Q.         Environmental and Safety Matters ......................... 26\n     8R.         Hostile Tender Offers .................................... 26\n     8S.         Solvency ................................................. 26\n     8T.         Employee Relations ....................................... 26\n     8U.         Regulations and Legislation .............................. 27\n     8V.         Disclosure ............................................... 27\n\n9.   REPRESENTATIONS OF THE PURCHASERS .................................... 27\n     9A.         Nature of Purchase ....................................... 27\n     9B.         Source of Funds .......................................... 27\n     \n10.  DEFINITIONS; ACCOUNTING MATTERS ...................................... 27\n     10A.        Yield-Maintenance Terms .................................. 28\n     10B.        Other Terms .............................................. 29\n     10C.        Accounting Principles, Terms\n                 and Determinations ....................................... 38\n                 \n11.  MISCELLANEOUS ........................................................ 38\n     11A.        Note Payments ............................................ 38\n     11B.        Expenses ................................................. 39\n     11C.        Consent to Amendments .................................... 39\n     11D.        Form, Registration, Transfer and\n                 Exchange of Notes; Transfer Restriction .................. 40\n     11E.        Persons Deemed Owners; Participations .................... 41\n     11F.        Survival of Representations and\n                 Warranties; Joint and Several Obligations;\n                 Entire Agreement ......................................... 41\n     11G.        Successors and Assigns ................................... 41\n     11H.        Independence of Covenants ................................ 41\n     11I.        Notices .................................................. 42\n     11J.        Descriptive Headings ..................................... 42\n     11K.        Satisfaction Requirement ................................. 42\n     11L.        Governing Law ............................................ 42\n     11M.        Change in Accounting Principles .......................... 43\n     11N.        Payments Due on Non-Business Days ........................ 43\n     11O.        Severability ............................................. 43\n     11P.        Severalty of Obligations ................................. 43\n     11Q.        Counterparts ............................................. 43\n     11R.        Binding Agreement ........................................ 44\n\n\n                             EXHIBITS AND SCHEDULES\n                             ----------------------\n\n\nInformation Schedule\n\nExhibit A         --     Form of Note\nExhibit B         --     Form of Request for Purchase\nExhibit C         --     Form of Confirmation of Acceptance\nExhibit D         --     Form of Opinion of Company Counsel\nSchedule 5A       --     Form of Auditor's Certificate\nSchedule 6B(1)    --     List of Existing Liens\nSchedule 8G       --     List of Agreements Restricting Debt\n\n\n\n                           ALEXANDER & BALDWIN, INC.\n                                A&B-HAWAII, INC.\n                               822 Bishop Street\n                             Honolulu, Hawaii 96801\n\n\n                                                         As of August 2, 1996\n\n\nThe Prudential Insurance Company\n  of America (\"PRUDENTIAL\")\nEach Prudential Affiliate (as hereinafter\ndefined) which becomes bound by certain\nprovisions of this Agreement as hereinafter\nprovided (together with Prudential,\nthe \"PURCHASERS\")\nc\/o Prudential Capital Group\nFour Embarcadero Center\nSuite 2700\nSan Francisco, CA  94111\n\nLadies and Gentlemen:\n\n     The undersigned, Alexander & Baldwin, Inc. (the \"Parent\" or a \"Company\")\nand A&B-Hawaii, Inc. (\"A&B-Hawaii\" or a \"Company\" and, together with the\nParent, the \"Companies\"), hereby agree with you as follows:\n\n     1.          AUTHORIZATION OF ISSUE OF NOTES.  The Companies have\nauthorized the issue of their senior promissory notes in the aggregate princi-\npal amount of $50,000,000, to be dated the date of issue thereof, to mature,\nin the case of each Note so issued, no more than twenty years from the date\nof original issuance, to have an average life, in the case of each Note so\nissued, of no more than fifteen years, to bear interest on the unpaid balance\nthereof from the date thereof at the rate per annum, and to have such other\nparticular terms, as shall be set forth, in the case of each Note so issued,\nin the Confirmation of Acceptance with respect to such Note delivered pursuant\nto paragraph 2B(5), and to be substantially in the form of Exhibit A attached\n                                                           ---------\nhereto.  The terms \"NOTE\" and \"NOTES\" as used herein shall include each Note\ndelivered pursuant to any provision of this Agreement and each Note delivered\nin substitution or exchange for any such Note pursuant to any such provision.\nNotes which have (i) the same final maturity, (ii) the same principal pre-\npayment dates, (iii) the same principal prepayment amounts (as a percentage of\nthe original principal amount of each Note), (iv) the same interest rate,\n(v) the same interest payment periods and (vi) the same date of issuance\n(which, in the case of a Note issued in exchange for another Note, shall be\ndeemed for these purposes the date on which such Note's ultimate predecessor\nNote was issued), are herein called a \"SERIES\" of Notes.\n\n     2A.         INTENTIONALLY OMITTED.\n\n     2B.         PURCHASE AND SALE OF NOTES.\n\n     2B(1).      FACILITY.  Prudential is willing to consider, in its sole\ndiscretion and within limits which may be authorized for purchase by Prudential\nand Prudential Affiliates from time to time, the purchase of Notes pursuant to\nthis Agreement.  The willingness of Prudential to consider such purchase of\nNotes is herein called the \"FACILITY\".  At any time, the aggregate principal\namount of Notes stated in paragraph 1, minus the aggregate principal amount\n                                       -----\nof Notes purchased and sold pursuant to this Agreement prior to such time,\nminus the aggregate principal amount of Accepted Notes (as hereinafter defined)\n- -----\nwhich have not yet been purchased and sold hereunder prior to such time, is\nherein called the \"AVAILABLE FACILITY AMOUNT\" at such time.  NOTWITHSTANDING\nTHE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF NOTES, THIS AGREEMENT IS\nENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY\nPRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE\nNOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC\nPURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A\nCOMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.\n\n     2B(2).      ISSUANCE PERIOD AND SPREAD INFORMATION.\n\n     2B(2)(i).   ISSUANCE PERIOD.  Notes may be issued and sold pursuant to\nthis Agreement until the earlier of (i) the second anniversary of the date of\nthis Agreement (or if such anniversary is not a Business Day, the Business Day\nnext preceding such anniversary) and (ii) the thirtieth day after Prudential\nshall have given to a Company, or a Company shall have given to Prudential, a\nwritten notice stating that it elects to terminate the issuance and sale of\nNotes pursuant to this Agreement (or if such thirtieth day is not a Business\nDay, the Business Day next preceding such thirtieth day).  The period during\nwhich Notes may be issued and sold pursuant to this Agreement is herein called\nthe \"ISSUANCE PERIOD\".\n\n     2B(2)(ii).  PERIODIC SPREAD INFORMATION.  Upon the request of the\nCompanies Prudential shall, on the fourth Business Day of every other week\nduring the Issuance Period (if there is an Available Facility Amount),\ncommencing one week following the week in which the request is received, and to\nthe extent reasonably practicable, provide to the Companies information (by\ntelecopier or telephone) with respect to various spreads at which Prudential or\nPrudential Affiliates might be interested in purchasing Notes of different\nmaturities and average lives.  The amount and content of information so pro-\nvided shall be in the sole discretion of Prudential but it is the intent of\nPrudential to provide information which will be of use to the Companies in\ndetermining whether to initiate procedures for use of the Facility.\nInformation so provided shall not constitute an offer to purchase Notes, and\nneither Prudential nor any Prudential Affiliate shall be obligated to purchase\nNotes at the spreads specified.  Prudential may suspend or terminate providing\ninformation pursuant to this paragraph 2B(2)(ii) for any reason, including its\ndetermination that the credit quality of the Company has declined since the\ndate of this Agreement.\n\n     2B(3).      REQUEST FOR PURCHASE.  The Companies may from time to time\nduring the Issuance Period make requests for purchases of Notes (each such\nrequest being herein called a \"REQUEST FOR PURCHASE\").  Each Request for\nPurchase shall be made to Prudential by telecopier or overnight delivery\nservice, and shall (i) specify the aggregate principal amount of Notes covered\nthereby, which shall not be less than $5,000,000 and not be greater than the\nAvailable Facility Amount at the time such Request for Purchase is made, (ii)\nspecify the principal amounts, final maturities, principal prepayment dates and\namounts and interest payment periods (quarterly or semiannual in arrears) of\nthe Notes covered thereby, (iii) specify the use of proceeds of such Notes by\nCompany, (iv) specify the proposed day for the closing of the purchase and sale\nof such Notes, which shall be a Business Day during the Issuance Period not\nless than 5 Business Days and not more than 30 Business Days after the making\nof such Request for Purchase, (v) specify the number of the account and the\nname and address of the depository institution to which the purchase prices of\nsuch Notes are to be transferred on the Closing Day for such purchase and sale,\n(vi) certify that the representations and warranties contained in paragraph 8\nare true on and as of the date of such Request for Purchase and that there\nexists on the date of such Request for Purchase no Event of Default or Default,\n(vii) specify the Designated Spread for such Notes and (viii) be substantially\nin the form of Exhibit B attached hereto.  Each Request for Purchase shall be\n               ---------\nin writing and shall be deemed made when received by Prudential.\n\n     2B(4).      RATE QUOTES.  Not later than five Business Days after the\nCompanies shall have given Prudential a Request for Purchase pursuant to\nparagraph 2B(3), Prudential may, but shall be under no obligation to, provide\nto the Companies by telephone or telecopier, in each case between 9:30 A.M. and\n2:00 P.M. New York City local time (or such later time as Prudential may elect)\ninterest rate quotes for the several principal amounts, maturities, principal\nprepayment schedules, and interest payment periods of Notes specified in such\nRequest for Purchase.  Each quote shall represent the interest rate per annum\npayable on the outstanding principal balance of such Notes at which Prudential\nor a Prudential Affiliate would be willing to purchase such Notes at 100% of\nthe principal amount thereof.\n\n     2B(5).      ACCEPTANCE.  Within 30 minutes after Prudential shall have\nprovided any interest rate quotes pursuant to paragraph 2B(4) or such shorter\nperiod as Prudential may specify to the Company (such period herein called the\n\"ACCEPTANCE WINDOW\"), a Company may, subject to paragraph 2B(6), elect to\naccept such interest rate quotes as to not less than $5,000,000 aggregate\nprincipal amount of the Notes specified in the related Request for Purchase.\nSuch election shall be made by an Authorized Officer of a Company notifying\nPrudential by telephone or telecopier within the Acceptance Window that the\nCompanies elect to accept such interest rate quotes, specifying the Notes (each\nsuch Note being herein called an \"ACCEPTED NOTE\") as to which such acceptance\n(herein called an \"ACCEPTANCE\") relates.  The day a Company notifies an\nAcceptance with respect to any Accepted Notes is herein called the \"ACCEPTANCE\nDAY\" for such Accepted Notes.  Any interest rate quotes as to which Prudential\ndoes not receive an Acceptance within the Acceptance Window shall expire, and \nno purchase or sale of Notes hereunder shall be made based on such expired\ninterest rate quotes.  Subject to paragraph 2B(6) and the other terms and\nconditions hereof, the Companies agree to sell to Prudential or a Prudential\nAffiliate, and Prudential agrees to purchase, or to cause the purchase by a\nPrudential Affiliate of, the Accepted Notes at 100% of the principal amount of\nsuch Notes.  As soon as practicable following the Acceptance Day, the\nCompanies, Prudential and each Prudential Affiliate which is to purchase any\nsuch Accepted Notes will execute a confirmation of such Acceptance\nsubstantially in the form of Exhibit C attached hereto (herein called a\n                             ---------\n\"CONFIRMATION OF ACCEPTANCE\").  If the Companies should fail to execute and\nreturn to Prudential within three Business Days following receipt thereof a\nConfirmation of Acceptance with respect to any Accepted Notes, Prudential may\nat its election at any time prior to its receipt thereof cancel the closing\nwith respect to such Accepted Notes by so notifying the Companies in writing.\n\n     2B(6).      MARKET DISRUPTION.  Notwithstanding the provisions of\nparagraph 2B(5), if Prudential shall have provided interest rate quotes\npursuant to paragraph 2B(4) and thereafter prior to the time an Acceptance with\nrespect to such quotes shall have been notified to Prudential in accordance\nwith paragraph 2B(5) the domestic market for U.S. Treasury securities or\nderivatives shall have closed or there shall have occurred a general sus-\npension, material limitation, or significant disruption of trading in secu-\nrities generally on the New York Stock Exchange or in the domestic market for\nU.S. Treasury securities or derivatives, then such interest rate quotes shall\nexpire, and no purchase or sale of Notes hereunder shall be made based on such\nexpired interest rate quotes.  If a Company thereafter notifies Prudential of\nthe Acceptance of any such interest rate quotes, such Acceptance shall be\nineffective for all purposes of this Agreement, and Prudential shall promptly\nnotify the Companies that the provisions of this paragraph 2B(6) are applicable\nwith respect to such Acceptance.\n\n     2B(7).      FACILITY CLOSINGS.  Not later than 11:30 A.M. (New York City\nlocal time) on the Closing Day for any Accepted Notes, the Companies will\ndeliver to each Purchaser listed in the Confirmation of Acceptance relating\nthereto at the offices of the Prudential Capital Group the Accepted Notes to be\npurchased by such Purchaser in the form of one or more Notes in authorized\ndenominations as such Purchaser may request for each Series of Accepted Notes\nto be purchased on the Closing Day, dated the Closing Day and registered in\nsuch Purchaser's name (or in the name of its nominee), against payment of the\npurchase price thereof by transfer of immediately available funds for credit to\nthe account specified by the Companies in the Request for Purchase of such\nNotes.  If the Companies fail to tender to any Purchaser the Accepted Notes to\nbe purchased by such Purchaser on the scheduled Closing Day for such Accepted\nNotes as provided above in this paragraph 2B(7), or any of the conditions\nspecified in paragraph 3 shall not have been fulfilled by the time required on\nsuch scheduled Closing Day, the Companies shall, prior to 1:00 P.M., New York\nCity local time, on such scheduled Closing Day notify Prudential (which\nnotification shall be deemed received by each Purchaser) in writing whether (i)\nsuch closing is to be rescheduled (such rescheduled date to be a Business Day\nduring the Issuance Period not less than one Business Day and not more than 10\nBusiness Days after such scheduled Closing Day (the \"RESCHEDULED CLOSING DAY\")\nand certify to Prudential (which certification shall be for the benefit of each\nPurchaser) that the Companies reasonably believe that they will be able to\ncomply with the conditions set forth in paragraph 3 on such Rescheduled Closing\nDay and that the Companies jointly and severally will pay the Delayed Delivery\nFee in accordance with paragraph 2B(8)(iii) or (ii) such closing is to be\ncanceled.  In the event that the Companies shall fail to give such notice\nreferred to in the preceding sentence, Prudential (on behalf of each Purchaser)\nmay at its election, at any time after 1:00 P.M., New York City local time, on\nsuch scheduled Closing Day, notify the Companies in writing that such closing\nis to be canceled.  Notwithstanding anything to the contrary appearing in this\nAgreement, the Companies may elect to reschedule a closing with respect to any\ngiven Accepted Notes on not more than one occasion, unless Prudential shall\nhave otherwise consented in writing.\n\n     2B(8).      FEES.\n\n     2B(8)(i).   STRUCTURING FEE.  In consideration for the time, effort and\nexpense involved in the preparation, negotiation and execution of this\nAgreement, at the time of the execution and delivery of this Agreement by the\nCompanies and Prudential, the Companies shall pay to Prudential in immediately\navailable funds a fee (herein called the \"Structuring Fee\") in the amount of\n$20,000.\n\n     2B(8)(ii).  ISSUANCE FEE.  The Companies jointly and severally agree to\npay to Prudential in immediately available funds a fee (herein called the\n\"ISSUANCE FEE\") on each Closing Day (other than any Closing Day occurring prior\nto January 1, 1997) in an amount equal to 0.10% of the aggregate principal\namount of Notes sold on such Closing Day.\n\n     2B(8)(iii). DELAYED DELIVERY FEE.  If the closing of the purchase and sale\nof any Accepted Note is delayed for any reason beyond the original Closing Day\nfor such Accepted Note, the Companies jointly and severally agree to pay to\nPrudential (a) on the Cancellation Date or actual closing date of such purchase\nand sale and (b) if earlier, the next Business Day following 90 days after the\nAcceptance Day for such Accepted Note and on each Business Day following 90\ndays after the prior payment hereunder, a fee (herein called the \"DELAYED\nDELIVERY FEE\") calculated as follows:\n\n                           (BEY - MMY) X DTS\/360 X PA\n\nwhere \"BEY\" means Bond Equivalent Yield, i.e., the bond equivalent yield per\nannum of such Accepted Note, \"MMY\" means Money Market Yield, i.e., the yield\nper annum on a commercial paper investment of the highest quality selected by\nPrudential on the date Prudential receives notice of the delay in the closing\nfor such Accepted Note having a maturity date or dates the same as, or closest\nto, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative\ninvestment being selected by Prudential each time such closing is delayed);\n\"DTS\" means Days to Settlement, i.e., the number of actual days elapsed from\nand including the original Closing Day with respect to such Accepted Note (in\nthe case of the first such payment with respect to such Accepted Note) or from\nand including the date of the next preceding payment (in the case of any\nsubsequent delayed delivery fee payment with respect to such Accepted Note)\nto but excluding the date of such payment; and \"PA\" means Principal Amount,\ni.e., the principal amount of the Accepted Note for which such calculation is\nbeing made.  In no case shall the Delayed Delivery Fee be less than zero.\nNothing contained herein shall obligate any Purchaser to purchase any Accepted\nNote on any day other than the Closing Day for such Accepted Note, as the same\nmay be rescheduled from time to time in compliance with paragraph 2B(7).\n\n     2B(8)(iv).  CANCELLATION FEE.  If a Company at any time notifies\nPrudential in writing that the Companies are canceling the closing of the\npurchase and sale of any Accepted Note, or if Prudential notifies the Companies\nin writing under the circumstances set forth in the last sentence of paragraph\n2B(5) or the penultimate sentence of paragraph 2B(7) that the closing of the\npurchase and sale of such Accepted Note is to be canceled, or if the closing of\nthe purchase and sale of such Accepted Note is not consummated on or prior to\nthe last day of the Issuance Period (the date of any such notification, or the\nlast day of the Issuance Period, as the case may be, being herein called the\n\"CANCELLATION DATE\"), the Companies jointly and severally agree to pay to\nPrudential in immediately available funds an amount (the \"CANCELLATION FEE\")\ncalculated as follows:\n\n                                    PI X PA\n\nwhere \"PI\" means Price Increase, i.e., the quotient (expressed in decimals)\nobtained by dividing (a) the excess of the ask price (as determined by\nPrudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid\nprice (as determined by Prudential) of the Hedge Treasury Notes(s) on the\nAcceptance Day for such Accepted Note by (b) such bid price; and \"PA\" has the\nmeaning ascribed to it in paragraph 2B(8)(iii).  The foregoing bid and ask\nprices shall be as reported by Telerate Systems, Inc. (or, if such data for any\nreason ceases to be available through Telerate Systems, Inc., any publicly\navailable source of similar market data).  Each price shall be based on a U.S.\nTreasury security having a par value of $100.00 and shall be rounded to the\nsecond decimal place.  In no case shall the Cancellation Fee be less than zero.\n\n     3.          CONDITIONS OF CLOSING.  The obligation of any Purchaser to\npurchase and pay for any Notes is subject to the satisfaction, on or before the\nClosing Day for such Notes, of the following conditions:\n\n     3A.         CERTAIN DOCUMENTS.  Such Purchaser shall have received the\nfollowing, each dated the date of the applicable Closing Day:\n\n          (i)    The Note(s) to be purchased by such Purchaser.\n\n          (ii)   Certified copies of the resolutions of the Board of\n     Directors of each of the Companies authorizing the execution and\n     delivery of this Agreement and the issuance of the Notes, and of all\n     documents evidencing other necessary corporate action and governmental\n     approvals, if any, with respect to this Agreement and the Notes.\n\n          (iii)  A certificate of the Secretary or an Assistant Secretary\n     and one other officer of each of the Companies certifying the names\n     and true signatures of the officers of such Company authorized to sign\n     this Agreement and the Notes and the other documents to be delivered\n     hereunder.\n\n          (iv)   Certified copies of the Certificate of Incorporation and\n     By-laws of each of the Companies.\n\n          (v)    A favorable opinion of Cades Schutte Fleming & Wright,\n     special counsel to the Companies (or such other counsel designated by\n     the Companies and acceptable to the Purchaser(s)) satisfactory to such\n     Purchaser and substantially in the form of Exhibit D  attached hereto\n                                                ---------\n     and as to such other matters as such Purchaser may reasonably request.\n     The Companies hereby direct each such counsel to deliver such opinion,\n     agree that the issuance and sale of any Notes will constitute a\n     reconfirmation of such direction, and understand and agree that each\n     Purchaser receiving such an opinion will and is hereby authorized to\n     rely on such opinion.\n\n          (vi)   A good standing certificate for each Company from the\n     secretary of state of Hawaii and, if different, from its jurisdiction\n     of incorporation, in each case dated as of a recent date and such\n     other evidence of the status of each Company as such Purchaser may\n     reasonably request.\n\n          (vii)  Additional documents or certificates with respect to\n     legal matters or corporate or other proceedings related to the\n     transactions contemplated hereby as may be reasonably requested by\n     such Purchaser.\n\n     3B.         OPINION OF PURCHASER'S SPECIAL COUNSEL.  Such Purchaser shall\nhave received from James F. Evert, Assistant General Counsel of Prudential or\nsuch other counsel who is acting as special counsel for it in connection with\nthis transaction, a favorable opinion satisfactory to such Purchaser as to such\nmatters incident to the matters herein contemplated as it may reasonably\nrequest.\n\n     3C.         REPRESENTATIONS AND WARRANTIES; NO DEFAULT.  The representa-\ntions and warranties contained in paragraph 8 shall be true on and as of such\nClosing Day, except to the extent of changes caused by the transactions herein\ncontemplated; there shall exist on such Closing Day no Event of Default or\nDefault; and each Company shall have delivered to such Purchaser an Officer's\nCertificate, dated such Closing Day, to both such effects.\n\n     3D.         PURCHASE PERMITTED BY APPLICABLE LAWS.  The purchase of and\npayment for the Notes to be purchased by such Purchaser on the terms and\nconditions herein provided (including the use of the proceeds of such Notes by\neach Company) shall not violate any applicable law or governmental regulation\n(including, without limitation, Section 5 of the Securities Act or Regulation\nG, T or X of the Board of Governors of the Federal Reserve System) and shall\nnot subject such Purchaser to any tax, penalty, liability or other onerous\ncondition under or pursuant to any applicable law or governmental regulation,\nand such Purchaser shall have received such certificates or other evidence as\nit may request to establish compliance with this condition.  This paragraph 3D\nis a closing condition and shall not be construed as a tax indemnity.\n\n     3E.         SOLVENCY OF A&B-HAWAII.  If A&B Hawaii is not receiving all of\nthe proceeds of the Notes, such Purchaser shall have received evidence\nsatisfactory to it regarding the solvency for fraudulent conveyance law\npurposes of A&B-Hawaii.\n\n     3F.         PAYMENT OF FEES.  The Companies shall have paid to Prudential\nany fees due it pursuant to or in connection with this Agreement, including the\nStructuring Fee due pursuant to paragraph 2B(8)(i), any Issuance Fee due\npursuant to paragraph 2B(8)(ii) and any Delayed Delivery Fee due pursuant to\nparagraph 2B(8)(iii).\n\n     4.          PREPAYMENTS.  The Notes shall be subject to required pre-\npayment as and to the extent provided in paragraph 4A.  The Notes shall also be\nsubject to prepayment under the circumstances set forth in paragraph 4B.  Any\nprepayment made by the Companies pursuant to any other provision of this para-\ngraph 4 shall not reduce or otherwise affect their obligation to make any\nrequired prepayment as specified in paragraph 4A.\n\n     4A.         REQUIRED PREPAYMENTS OF NOTES.  Each Series of Notes shall be\nsubject to required prepayments, if any, set forth in the Notes of such Series.\n\n     4B.         OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT.  The Notes\nof each Series shall be subject to prepayment, in whole at any time or from\ntime to time in part (in integral multiples of $100,000 and in a minimum\namount of $1,000,000), at the option of the Companies, at 100% of the principal\namount so prepaid plus interest thereon to the prepayment date and the Yield-\nMaintenance Amount, if any, with respect to each such Note.  Any partial\nprepayment of a Series of the Notes pursuant to this paragraph 4B shall be\napplied in satisfaction of required payments of principal in inverse order of\ntheir scheduled due dates.\n\n     4C.         NOTICE OF OPTIONAL PREPAYMENT.  A Company shall give the \nholder of each Note of a Series to be prepaid pursuant to paragraph 4B\nirrevocable written notice of such prepayment not less than 10 Business Days\nprior to the prepayment date, specifying such prepayment date, the aggregate\nprincipal amount of the Notes of such Series to be prepaid on such date, the\nprincipal amount of the Notes of such Series held by such holder to be prepaid\non that date and that such prepayment is to be made pursuant to paragraph 4B.\nNotice of prepayment having been given as aforesaid, the principal amount of\nthe Notes specified in such notice, together with interest thereon to the\nprepayment date and together with the Yield-Maintenance Amount, if any, herein\nprovided, shall become due and payable on such prepayment date.  A Company\nshall, on or before the day on which it gives written notice of any prepayment\npursuant to paragraph 4B, give telephonic notice of the principal amount of the\nNotes to be prepaid and the prepayment date to each Significant Holder which\nshall have designated a recipient for such notices in the purchaser schedule\nattached to the applicable Confirmation of Acceptance or by notice in writing\nto the Companies.\n\n     4D.         APPLICATION OF PREPAYMENTS.  In the case of each prepayment of\nless than the entire unpaid principal amount of all outstanding Notes of any\nSeries pursuant to paragraph 4A or 4B, the amount to be prepaid shall be\napplied pro rata to all outstanding Notes of such Series (including, for the\npurpose of this paragraph 4D only, all Notes prepaid or otherwise retired or\npurchased or otherwise acquired by either Company or any of their Subsidiaries\nor Affiliates other than by prepayment pursuant to paragraph 4A or 4B)\naccording to the respective unpaid principal amounts thereof.\n\n     4E.         RETIREMENT OF NOTES.  The Companies shall not, and shall not\npermit any of their Subsidiaries or Affiliates to, prepay or otherwise retire\nin whole or in part prior to their stated final maturity (other than by\nprepayment pursuant to paragraphs 4A or 4B, or upon acceleration of such final\nmaturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly\nor indirectly, Notes of any Series held by any holder unless the Companies or\nsuch Subsidiary or Affiliate shall have offered to prepay or otherwise retire\nor purchase or otherwise acquire, as the case may be, the same proportion of\nthe aggregate principal amount of Notes of such Series held by each other\nholder of Notes of such Series at the time outstanding upon the same terms and\nconditions.  Any Notes so prepaid or otherwise retired or purchased or\notherwise acquired by the Companies or any of its Subsidiaries or Affiliates\nshall not be deemed to be outstanding for any purpose under this Agreement,\nexcept as provided in paragraph 4D.\n\n     5.          AFFIRMATIVE COVENANTS.  During the Issuance Period and so long\nthereafter as any Note is outstanding and unpaid, the Companies jointly and\nseverally covenant as follows:\n\n     5A.         FINANCIAL STATEMENTS.  The Companies covenant that they will\ndeliver to each holder of the Notes in duplicate:\n\n          (i)    as soon as practicable and in any event within the\n     earlier to occur of 60 days after the end of each quarterly period\n     (other than the last quarterly period) in each fiscal year or the date\n     on which another creditor of either Company first receives such\n     information, consolidated and consolidating statements of income and\n     cash flows of each Company and their respective Subsidiaries for the\n     period from the beginning of the current fiscal year to the end of\n     such quarterly period, and consolidated and consolidating balance\n     sheets of each Company and their respective Subsidiaries as at the end\n     of such quarterly period, setting forth in each case in comparative\n     form figures for the corresponding period in the preceding fiscal\n     year, all in reasonable detail and certified by an authorized\n     financial officer of each Company, subject only to changes resulting\n     from year-end adjustments;\n\n          (ii)   as soon as practicable and in any event within the\n     earlier to occur of 120 days after the end of each fiscal year or the\n     date on which another creditor of either Company first receives such\n     information, consolidated and consolidating statements of income and\n     cash flows of each Company and their respective Subsidiaries for such\n     year and balance sheets of each Company and their respective\n     Subsidiaries as at the end of such year, setting forth in each case in\n     comparative form corresponding figures from the preceding annual\n     audit, all in reasonable detail and reasonably satisfactory in scope\n     to the Required Holder(s) and, with respect to each  Company's\n     consolidated financial statements, certified by independent public\n     accountants of recognized standing whose opinion shall be unqualified\n     and otherwise satisfactory in scope and substance to the Required\n     Holder(s), provided that such opinion shall be deemed otherwise\n                -------- ----\n     satisfactory if prepared and rendered in accordance with GAAP and\n     generally accepted auditing standards;\n\n          (iii)  promptly upon transmission thereof, copies of all such\n     financial, proxy and information statements, notices and other reports\n     as are sent to Parent's stockholders and copies of all registration\n     statements (with such exhibits as any holder reasonably requests) and\n     all reports which are filed with the Securities and Exchange\n     Commission (or any governmental body or agency succeeding to the\n     functions of the Securities and Exchange Commission);\n\n          (iv)   promptly upon receipt thereof, a copy of each other\n     report submitted to either Company or any of their Subsidiaries by\n     independent accountants in connection with any material annual,\n     interim or special audit made by them of the books of such Company or\n     Subsidiary pursuant to a request by such Company's Board of Directors;\n\n          (v)    promptly after the furnishing thereof, copies of any\n     certificate, statement or report furnished to any other holder of the\n     securities of either Company pursuant to the terms of any indenture,\n     loan, credit or similar agreement or instrument and not otherwise\n     required to be furnished to  you pursuant to any other clause of this\n     paragraph 5; and\n\n          (vi)   with reasonable promptness, such other financial data\n     (including without limitation the information specified in paragraph\n     5E(ii)) as you may reasonably request.\n\nTogether with each delivery of financial statements required by clauses (i) and\n(ii) above, the Companies will deliver to you an Officers' Certificate (a)\nsetting forth the aggregate amount of Restricted Payments made during such\nfiscal period and computations showing (non)compliance with the covenants in\nparagraphs 6A, 6B(4) and 6B(6)(iii) and (iv); and (b) stating that there exists\nno Default or Event of Default, or if any such Default or Event of Default\nexists, specifying the nature and period of existence thereof and what action\nthe Companies propose to take with respect thereto.\n\n     Together with each delivery of financial statements required by clause\n(ii) above, the Companies will deliver to you a certificate of such accountants\nsubstantially in the form of Schedule 5A stating whether they have obtained\nknowledge of any Event of Default or Default and, if so, specifying the nature\nand period of existence thereof.\n\n     The Companies also covenant that forthwith upon a Principal Officer\nobtaining actual knowledge of an Event of Default or Default, they will deliver\nto you an Officers' Certificate specifying the nature and period of existence\nthereof and what action the Companies propose to take with respect thereto.\n\n     5B.         INSPECTION OF PROPERTY.  Each Company covenants that it will\npermit any employees or designated representatives of Prudential, any\nPrudential Affiliate or any other holder of Notes in an original principal\namount in excess of $5,000,000, at such Person's expense, to visit and inspect\nany of the properties of such Company and its Subsidiaries, to examine their\nbooks and financial records and to make copies thereof or extracts therefrom\nand to discuss their affairs, finances and accounts with the Principal Officers\nand the Companies' independent certified public accountants, all at such times\nas the Companies and such Person reasonably agree and as often as such Person\nmay reasonably request.\n\n     5C.         COVENANT TO SECURE NOTE EQUALLY.  Each Company covenants that,\nif it or any of its Subsidiaries shall create, assume or otherwise incur any\nLien upon any of its property or assets, whether now owned or hereafter\nacquired, other than Liens permitted by the provisions of paragraph 6B(1)\n(unless prior written consent to the creation or assumption thereof shall have\nbeen obtained pursuant to paragraph 11C), it will make or cause to be made\neffective provision whereby the Notes will be secured by such Lien equally and\nratably with any and all other Debt thereby secured so long as any such other\nDebt shall be so secured.\n\n     5D.         [INTENTIONALLY OMITTED.]\n\n     5E.         MAINTENANCE OF PROPERTIES; INSURANCE.  Each Company covenants\nthat it and each Subsidiary will (i) maintain or cause to be maintained in good\nrepair, working order and condition all properties used or useful at that time\nin its business and from time to time will make or cause to be made all\nappropriate repairs, renewals and replacements thereof; and (ii) maintain\ninsurance with reputable and financially sound insurers in such amounts and\nagainst such liabilities and hazards as is customarily maintained by other\ncompanies operating similar businesses and together with each delivery of\nfinancial statements under clause (ii) of paragraph 5A, upon the request of any\nSignificant Holder of Notes, deliver certificates of insurance to the foregoing\neffect to such Significant Holder.\n\n     5F.         ENVIRONMENTAL AND SAFETY LAWS.  Each Company covenants that it\nwill:\n\n          (i)    deliver promptly to each Significant Holder any notice of\n     (a) any material enforcement, cleanup, removal or other material\n     governmental or regulatory actions instituted, completed or, to such\n     Company's best knowledge, threatened pursuant to any Environmental and\n     Safety Laws; (b) all material Environmental Liabilities and Costs\n     against or in respect of the Property, such Company or any Subsidiary;\n     and (c) such Company's or Subsidiary's discovery of any occurrence or\n     condition on any real property adjoining or in the vicinity of the\n     Property that such Company or Subsidiary has reason to believe could\n     cause the Property or any material part thereof to be subject to any\n     material restrictions on its ownership, occupancy, transferability or\n     use under any Environmental and Safety Laws.\n\n          (ii)   keep and maintain the Property and conduct their\n     operations in compliance in all material respects with all applicable\n     Environmental and Safety Laws.\n\n     6.          NEGATIVE COVENANTS. During the Issuance Period and so long\nthereafter as any Note or other amount due hereunder is outstanding and unpaid,\nthe Companies jointly and severally covenant as follows:\n\n     6A.         MINIMUM NET WORTH.  The Companies covenant that they will not,\nwithout the prior written consent of the Required Holders of each Series, at\nany time permit Parent's Consolidated Tangible Net Worth to be less than the\nsum of (a) $450,000,000 plus (b) to the extent positive, 25% of Parent's\nConsolidated Cumulative Net Income for each fiscal quarter ended after\nDecember 31, 1995 (such required minimum net worth not to be reduced by any\nconsolidated net loss during any such fiscal quarter).\n\n     6B.         LIEN AND OTHER RESTRICTIONS.  Each Company covenants that it\nwill not, and will not permit its Subsidiaries to:\n\n     6B(1).      LIENS.  Create, assume or suffer to exist at any time any Lien\non or with respect to any of its property or assets, whether now owned or\nhereafter acquired (whether or not provision is made for the equal and ratable\nsecuring of the Notes in accordance with the provisions of paragraph 5C\nhereof), except:\n\n          (i)    Liens for taxes not yet due or which are being actively\n     contested in good faith by appropriate proceedings and for which\n     adequate reserves have been established;\n\n          (ii)   Liens incidental to the conduct of its business or the\n     ownership of its property and assets which were not incurred in\n     connection with the borrowing of money or the obtaining of advances of\n     credit, or the guarantee, maintenance, extension or renewal of the\n     same, and which do not in the aggregate materially detract from the\n     value of its property or assets, taken as a whole, or materially\n     impair the use thereof in the operation of its business;\n\n          (iii)(A)  Liens on the vessels owned or to be owned or chartered,\n     or any shoreside facilities or equipment owned, leased or to be owned\n     or leased by Matson or its Subsidiaries and (B) Liens securing Funded\n     Debt between Subsidiaries or owing to either Company by a Subsidiary;\n\n          (iv)   the giving, simultaneously with or within ninety (90)\n     days after the acquisition or construction of real property or\n     tangible personal property, of any purchase money lien (including\n     vendor's rights under purchase contracts under an agreement whereby\n     title is retained for the purpose of securing the purchase price\n     thereof) on real property or tangible personal property hereafter\n     acquired or constructed and not heretofore owned by either Company or\n     any of their Subsidiaries, or the acquiring hereafter of real property\n     or personal tangible property not heretofore owned by either Company\n     or any of their Subsidiaries subject to any then existing Lien\n     (whether or not assumed); provided, however, that notwithstanding the\n                               --------  -------\n     foregoing, A&B-Hawaii or any of its Subsidiaries may grant Liens on\n     real property now owned or hereafter acquired for development in the\n     ordinary course of its Property Development Activities so long as the\n     aggregate amount of Debt secured by all such Liens does not, at any\n     time, exceed the sum of (A) $65,000,000 and (B) $5,000,000 for each\n     completed calendar year, commencing with the calendar year completed\n     December 31, 1997; and provided further, that in each such case\n                            -------- -------\n     (including Liens granted pursuant to the foregoing proviso) (x) such\n     Lien is limited to such real or tangible personal property, and (y)\n     the principal amounts of the Debt secured by each such Lien, together\n     (without duplication) with the principal amount of all other Debt\n     secured by Liens on such property, shall not exceed 100% of the cost\n     (which shall be deemed to include the amount of Debt secured by Liens,\n     including existing Liens, on such property) of such property to such\n     Company or any of its Subsidiaries;\n\n          (v)    Liens (other than as specified in clauses (i) - (iv)\n     above) of the Companies and their respective Subsidiaries in existence\n     on the date of this Agreement as set forth in Schedule 6B(1); and\n\n          (vi)   Liens securing Debt other than as set forth in the\n     foregoing clauses (i)-(v); provided, however, that at no time shall\n                                --------  -------\n     (A) the aggregate principal amount of all Debt outstanding that is\n     secured by such Liens, together with the aggregate principal amount of\n     Funded Debt described in clause (B)(2) of the proviso appearing in\n     paragraph 6B(6) and the aggregate principal amount of all Debt\n     Guaranteed as described in paragraph 6B(9)(ii), exceed the sum of\n     $20,000,000 and 10% of the Parent's Consolidated Tangible Net Worth at\n     such time and (B) there exist any Lien of any kind on a majority or\n     more of the shares of the Voting Stock of any Subsidiary (including\n     A&B-Hawaii);\n\n     6B(2).      LOANS AND ADVANCES.  Make or permit to remain outstanding at\nany time any loan or advance to any Person, except that the Parent and its\nSubsidiaries may:\n\n          (i)    make or permit to remain outstanding travel and other\n     like advances and customary employee benefits in reasonable amounts to\n     employees in the ordinary course of business;\n\n          (ii)   make or permit to remain outstanding third party loans\n     and advances on standard arm's-length terms, all such loans and\n     advances not to exceed an aggregate of $25,000,000 at any time\n     outstanding; and\n\n          (iii)  make purchase money loans to Persons to whom it sells\n     real property in the ordinary course of its Property Development\n     Activities, provided that the aggregate amount of all such purchase\n                 -------- ----\n     money loans may not exceed at any one time an aggregate amount in\n     excess of 10% of the Parent's Consolidated Total Assets at the end of\n     the fiscal quarter most recently-ended as of any date of\n     determination;\n\n     6B(3).      MERGER AND SALE OF ASSETS.  Merge with or into or consolidate\nwith any other corporation, partnership, company or other Person or sell,\nlease, transfer or otherwise dispose of assets (other than in the ordinary\ncourse of business), except that:\n\n          (i)    any Subsidiary may merge with a Company, so long as such\n     Company is the surviving corporation;\n\n          (ii)   any Subsidiary may merge or sell, lease, transfer or\n     otherwise dispose of its assets to another Subsidiary or to either\n     Company; provided, however, that neither Company nor any of their\n              --------  -------\n     Subsidiaries (other than Matson and its Subsidiaries) may merge into\n     or sell, lease, transfer or otherwise dispose of any assets to Matson\n     or its Subsidiaries;\n\n          (iii)(A)  Property Subs may sell, lease, transfer, exchange or\n     otherwise dispose of their real property to the extent that such sales\n     or other dispositions are made in the ordinary course of their\n     Property Development Activities, and (B) the Parent may sell, lease,\n     transfer, exchange or otherwise dispose of the real property it owned\n     as of the date of this Agreement in the ordinary course of business;\n\n          (iv)   the Companies or any Subsidiary thereof may sell, lease,\n     transfer or otherwise dispose of assets to third parties so long as\n     (A) the fair market value thereof on the date sold or otherwise\n     disposed of, together with the fair market value of all other assets\n     sold or otherwise disposed of to third parties within the prior 12\n     months or since the date hereof, does not represent more than 15% or\n     40%, respectively, of the value of the Parent's Consolidated Total\n     Assets on June 30, 1996 (or in the case of a Subsidiary acquired by\n     Parent or any Subsidiary after June 30, 1996, on the date such\n     Subsidiary was acquired) and (B) such assets,  together with all other\n     assets sold or otherwise disposed of to third parties since the\n     beginning of the most recently ended fiscal year, have not contributed\n     a substantial portion of the Parent's Consolidated Net Income during\n     the most recently ended fiscal year; provided that, notwithstanding\n                                          --------\n     the 15% limitation appearing clause (A), above, sales or dispositions\n     in excess thereof in a twelve month period may be made if the proceeds\n     of such sale or disposition are fully utilized in the acquisition of\n     Permitted Assets and\/or applied to the repayment of Permitted Debt, in\n     each case within 365 days from the date of sale or disposition; and\n\n          (v)    a Company may merge or consolidate with another\n     corporation or other Person if (A) it will be the continuing or\n     surviving entity and (B) no Default or Event of Default would exist\n     immediately after giving effect to such merger or consolidation;\n\n     6B(4).      INTEREST COVERAGE.  Permit the Parent's Interest Coverage\nRatio for any fiscal quarter (measured at the end of such fiscal quarter) to be\nless than 200%;\n\n     6B(5).      SALE OR DISCOUNT OF RECEIVABLES.  Sell with recourse, or\ndiscount or otherwise sell for less than the face value thereof, any of its\nnotes or accounts receivable;\n\n     6B(6).      DEBT RESTRICTIONS.  Create, incur, assume or suffer to exist\nat any time any Debt except:\n\n          (i)    Funded Debt of a Subsidiary to either Company or another\n     Subsidiary;\n\n          (ii)   Funded Debt of Matson and its Subsidiaries (A) of the\n     type specified in paragraph 6B(1)(iii) above or (B) that is unsecured\n     and the proceeds of which are used for general working capital\n     purposes in the ordinary course of business;\n\n          (iii)  Funded Debt of C&H (in addition to Funded Debt thereof\n     permitted by clause (i), above) which in aggregate amount at no time\n     exceeds $125,000,000; and\n\n          (iv)   Funded Debt of either Company;\n\n\nprovided that (A) the aggregate amount of all Funded Debt described in clauses\n- --------\n(ii), (iii) and (iv) shall not at any time exceed 150% of the Parent's\nConsolidated Tangible Net Worth, and (B) in no event shall either Company or\nany non-Matson Subsidiary incur or permit to exist any Funded Debt to Matson or\nits Subsidiaries other than (1) for cash management purposes in accordance with\nthe Parent's standard cash management policies or (2) for other purposes, but\nonly to the extent that the aggregate principal amount of such Funded Debt\ndescribed in this clause (B)(2), together with the aggregate principal amount\nof Debt outstanding that is secured by Liens described in paragraph 6B(1)(vi)\nand the aggregate principal amount of Debt Guaranteed as described in paragraph\n6B(9)(ii), does not at any time exceed the sum of $20,000,000 and 10% of the\nParent's Consolidated Tangible Net Worth;\n\n     6B(7).      SALE-LEASEBACKS.  Enter into any arrangement with any lender\nor investor or to which such lender or investor is a party providing for the\nleasing by either Company or any of their Subsidiaries of real or personal\nproperty which has been or is to be sold or transferred by such Company or\nSubsidiary to such lender or investor or to any Person to whom funds have been\nor are to be advanced by such lender or investor on the security of such\nproperty or rental obligations of either Company or Subsidiary; provided,\n                                                                --------\nhowever, that such sale-leaseback transactions may be entered into by:\n- -------\n\n          (i)    Matson and its Subsidiaries without limitation; and\n\n          (ii)   either Company and their respective non-Matson\n     Subsidiaries so long as the aggregate sales price of all assets sold\n     or otherwise transferred after December 20, 1990 pursuant to such\n     transactions does not exceed 5% of the Parent's Consolidated Tangible\n     Net Worth (measured as at the end of the fiscal quarter immediately\n     preceding the date of such sale-leaseback);\n\n     6B(8).      TRANSACTIONS WITH HOLDERS OF PARTNERSHIP OR OTHER EQUITY\nINTERESTS.  Directly or indirectly, purchase, acquire or lease any property\nfrom, or sell, transfer or lease any property to, or otherwise deal with, in\nthe ordinary course of business or otherwise (i) any Affiliate (other than in\nthe capacity of an employee), or (ii) any Person owning, beneficially or of\nrecord, directly or indirectly, 5% or more of the outstanding voting stock of\nParent or any executive officer (as such term is defined under the Securities\nExchange Act of 1934, as amended) of a Company (other than in such Person's\ncapacity as an employee); provided, however, that such acts and transactions\n                          --------  -------\nmay be performed or engaged in if they are entered into upon terms no less\nfavorable to such Company or any Subsidiary than if no such relationship\ndescribed in clauses (i) or (ii) above existed and such acts or transactions\nare otherwise permitted by this Agreement;\n\n     6B(9).      GUARANTEES AND RELATED OBLIGATIONS.  Directly or indirectly\nGuarantee or otherwise become or remain contingently obligated or liable for\nanother Person's Debt or other obligations, except\n\n          (i)    the Companies may Guarantee up to $125,000,000 of Funded\n     Debt of C&H,\n\n          (ii)   either Company or any of their non-Matson Subsidiaries\n     may Guarantee Debt of any third party; provided, however, that such\n                                            --------  -------\n     Guarantees shall be permitted only to the extent that the principal\n     amount of the Debt so Guaranteed, when added to the aggregate\n     principal amount of Debt then outstanding that is secured by Liens\n     described in paragraph 6B(1)(vi) and the aggregate principal amount of\n     Funded Debt described in clause (B)(2) of the proviso appearing in\n     paragraph 6B(6), does not at any time exceed $20,000,000 plus 10% of\n     Parent's Consolidated Tangible Net Worth,\n\n          (iii)  Subsidiaries (including A&B-Hawaii and Matson) may\n     Guarantee Debt of either Company; provided, however, that if the Debt\n                                       --------\n     so Guaranteed is Debt other than the Notes (a) the Notes shall be\n     equally and ratably Guaranteed with all other Debt thereby Guaranteed\n     so long as such other Debt shall be so Guaranteed and (b) the Required\n     Holders of the Notes shall have confirmed to the Companies in writing\n     that they are satisfied that the Guarantee in question shall not\n     subject the holders of the Notes to potentially adverse fraudulent\n     conveyance treatment vis-a-vis any other recipient of such Guarantee, and \n                          ---------\n\n          (iv)   Matson and its Subsidiaries may Guarantee Debt of Matson,\n     its Subsidiaries and third parties (but in no event may Guarantee Debt\n     of either Company or any of their non-Matson Subsidiaries other than\n     as contemplated in clause (iii), above);\n\n     6B(10).     TRANSFER OF ASSETS TO SUBSIDIARIES.  Transfer (other than in\nthe ordinary course of business) any  assets to a Subsidiary for the principal\npurpose of improving the credit position of such Subsidiary in order to enable\nit to borrow money;\n\n     6B(11).     EXCLUDED LIABILITIES.  Incur, create, assume or permit to\nexist at any time Excluded Liabilities in an aggregate amount greater than 30%\nof the Parent's Consolidated Tangible Net Worth.\n\n     6C.         SALE OF STOCK AND DEBT OF SUBSIDIARIES.  Each Company\ncovenants that it will not, nor will it permit any Subsidiary to, sell or\notherwise dispose of, or part with control of, any shares of stock or Debt or\nother obligations of any Subsidiary, or permit any Subsidiary to issue shares\nof its capital stock, to any Person other than to a Company or another\nSubsidiary (except that A&B-Hawaii and non-Matson Subsidiaries may not issue\nshares of capital stock to Matson or a Matson Subsidiary), and except that (i)\nthe Property Subs may sell or otherwise dispose or part with control of all\nshares of stock of special purpose Subsidiaries (i.e., Subsidiaries established\nto hold and develop real property only for specific development projects) if\nsuch sale or disposition is made in the ordinary course of their Property\nDevelopment Activities and (ii) all shares of stock and Debt or other\nobligations of any Subsidiary at the time owned by or owed to a Company and any\nSubsidiary may be sold as an entirety to any Person for a consideration which\nrepresents fair value (as determined in good faith by its Board of Directors)\nat the time of such sale; provided, however, that the securities or other\n                          --------  -------\nobligations so sold shall constitute assets subject to the limitations and\nother provisions of paragraph 6B(3); and provided, further, that, at the time\n                                         --------  ------- \nof such sale, such Subsidiary shall not own, directly or indirectly, any shares\nof stock or Debt or other obligations of any other Subsidiary or of a Company\n(unless all of the shares of stock and Debt or other obligations of such other\nSubsidiary owned, directly or indirectly, by a Company and all Subsidiaries are\nsimultaneously being sold as permitted by this paragraph 6C);\n\n     6D.         RESTRICTED PAYMENTS.  The Parent covenants that it will not\ndeclare or pay any dividend or other distribution on any class of its capital\nstock or other equity interests, redeem or repurchase any such interests or\nmake any other distribution on account of any such interests (all of the fore-\ngoing being \"Restricted Payments\") except that Parent may make Restricted\nPayments in any amount so long as (i) no Default or Event of Default shall then\nbe existing or be existing after giving effect to any such Restricted Payment\nand (ii) any such Restricted Payment will not violate any applicable law or\nregulation, including Regulation U of the Board of Governors of the Federal\nReserve System.\n\n     7.          EVENTS OF DEFAULT.\n\n     7A.         ACCELERATION.  If any of the following events shall occur and\nbe continuing for any reason whatsoever (and whether such occurrence shall be\nvoluntary or involuntary or come about or be effected by operation of law or\notherwise):\n\n          (i)    the Companies default in the payment of any principal of,\n     or interest or Yield-Maintenance Amount on, any Note, for more than\n     five Business Days after the same shall become due, either by the\n     terms thereof or otherwise as herein provided; or\n\n          (ii)   either Company or any Subsidiary defaults in any payment\n     of principal of, or premium or interest on, any obligation for money\n     borrowed (or of any obligation under conditional sale or other title\n     retention agreement or of any obligation issued or assumed as full or\n     partial payment for property whether or not secured by a purchase\n     money mortgage or of any obligation under notes payable or drafts\n     accepted representing extensions of credit) other than the Notes\n     beyond any period of grace provided with respect thereto, or either\n     Company or any Subsidiary fails to perform or observe any other\n     agreement, term or condition contained in any agreement (or any other\n     event thereunder or under any such agreement occurs and is continuing)\n     and the effect of such default, failure or other event is to cause, or\n     permit the holder or holders of such obligation (or a trustee on\n     behalf of such holder or holders) to cause, such obligation to become\n     due (or to be repurchased by either Company or any Subsidiary) prior\n     to any stated maturity; provided that the aggregate amount of all\n     obligations as to which such a payment default shall occur or such a\n     failure or other event causing or permitting acceleration (or resale\n     to a Company or any Subsidiary) shall occur and be continuing exceeds\n     $10,000,000; or\n\n          (iii)  any representation or warranty made by the Companies\n     herein or by a Company or any of its officers in any writing furnished\n     in connection with or pursuant to this Agreement shall be false or\n     misleading in any material respect on the date as of which made; or\n\n          (iv)   the Companies fail to perform or observe any agreement\n     contained in paragraphs 5C or 6 hereof; or\n\n          (v)    either Company or any Subsidiary fails to perform or\n     observe any other agreement, term or condition contained herein and\n     such failure shall not be remedied within 30 days after any Principal\n     Officer obtains actual knowledge thereof; or\n\n          (vi)   either Company or any Significant Subsidiary makes an\n     assignment for the benefit of creditors or is generally not paying its\n     debts as such debts become due; or\n\n          (vii)  any decree or order for relief in respect of either\n     Company or any Significant Subsidiary is entered under any bankruptcy,\n     reorganization, compromise, arrangement, insolvency, readjustment of\n     debt, dissolution, liquidation or similar law, whether now or\n     hereafter in effect (herein called the \"Bankruptcy Law\"), of any\n     jurisdiction; or\n\n          (viii) either Company or any Significant Subsidiary petitions or\n     applies to any tribunal for, or consents to, the appointment of, or\n     taking possession by, a trustee, receiver, custodian, liquidator or\n     similar official of such Company or any Significant Subsidiary, or of\n     any substantial part of the assets of such Company or any Significant\n     Subsidiary, or commences a voluntary case under the Bankruptcy Law of\n     the United States or any proceedings (other than proceedings for the\n     voluntary liquidation and dissolution of a Significant Subsidiary)\n     relating to such Company or any  Significant Subsidiary under the\n     Bankruptcy Law of any other jurisdiction; or\n\n          (ix)   any petition or application of the type described in\n     clause (viii) of this Section 7A is filed, or any such proceedings are\n     commenced, against either Company or any Significant Subsidiary and\n     such Company or such  Significant Subsidiary by any act indicates its\n     approval thereof, consent thereto or acquiescence therein, or an\n     order, judgment or decree is entered appointing any such trustee,\n     receiver, custodian, liquidator or similar official, or approving the\n     petition in any such proceedings, and such order, judgment or decree\n     remains unstayed and in effect for more than 30 days; or\n\n          (x)    any order, judgment or decree is entered in any pro-\n     ceedings against either Company or any Significant Subsidiary\n     decreeing the dissolution of such Company or such Significant\n     Subsidiary and such order, judgment or decree remains unstayed and in\n     effect for more than 30 days; or\n\n          (xi)   any order, judgment or decree is entered in any pro-\n     ceedings against either Company or any Significant Subsidiary\n     decreeing a split-up of such Company or such Significant Subsidiary\n     which requires the divestiture of (A) assets representing a\n     substantial part, or the stock of, or other ownership interest in, a\n     Significant Subsidiary whose assets represent a substantial part, of\n     Consolidated Total Assets of the Parent or (B) assets or the stock of\n     or other ownership interest in a Significant Subsidiary that has\n     contributed a substantial part of Consolidated Cumulative Net Income\n     of the Parent for any of the three fiscal years then most recently\n     ended, and such order, judgment or decree remains unstayed and in\n     effect for more than 30 days; or\n\n          (xii)(a)  any Plan shall fail to satisfy the minimum funding\n     standards of ERISA or the Code for any plan year or part thereof or a\n     waiver of such standards or extension of any amortization period is\n     sought or granted under section 412 of the Code, (b) a notice of\n     intent to terminate any Plan shall have been or is reasonably expected\n     to be filed with the PBCG or the PBGC shall have instituted\n     proceedings under ERISA section 4042 to terminate or appoint a trustee\n     to administer any Plan or the PBGC shall have notified either Company\n     or any ERISA Affiliate that a Plan may become a subject of such\n     proceedings, (c) the aggregate \"amount of unfunded benefit\n     liabilities\" (within the meaning of section 4001(a)(18) of ERISA)\n     under all Plans, determined in accordance with Title IV of ERISA,\n     shall exceed $15,000,000, (d) either Company or any ERISA Affiliate\n     shall have incurred or is reasonably expected to incur any liability\n     pursuant to Title I or IV or ERISA or the penalty or excise tax\n     provisions of the Code relating to employee benefit plans, (e) either\n     Company or any ERISA Affiliate withdraws from any Multiemployer Plan,\n     or (f) either Company or any Subsidiary establishes or amends any\n     employee welfare benefit plan that provides post-employment welfare\n     benefits in a manner that would increase the liability of either\n     Company or any Subsidiary thereunder; and any such event or events\n     described in clauses (a) through (f) above, either individually or\n     together with any other such event or events, could reasonably be\n     expected to have a material adverse effect on the business or\n     condition (financial or otherwise) of either Company; or\n\n          (xiii) any judgment or decree in the amount of $10,000,000 or\n     more shall be entered against either Company or any of its\n     Subsidiaries that is not paid or fully covered (beyond any applicable\n     deductibles) by insurance and such judgment or decree shall not have\n     been vacated, discharged or stayed or bonded pending appeal within 60\n     days from the entry thereof;\n\nthen (a) if such event is an Event of Default specified in clause (i) of this\nparagraph 7A, the holder of any Note (other than a Company or any of its\nSubsidiaries or Affiliates) may at its option, by notice in writing to either\nor both Companies, declare such Note to be, and such Note shall thereupon be\nand become, immediately due and payable at par together with interest accrued\nthereon without presentment, demand, protest or other notice of any kind, all\nof which are hereby waived by the Companies, (b) if such event is an Event of\nDefault specified in clause (vii), (viii)  or (ix) of this paragraph 7A with\nrespect to either or both Companies, all of the Notes at the time outstanding\nshall automatically become immediately due and payable together with interest\naccrued thereon and the Yield-Maintenance Amount with respect thereto, without\npresentment, demand, protest or notice of any kind, all of which are hereby\nwaived by the Companies, and (c) with respect to any event constituting an\nEvent of Default, the Required Holder(s) of any Series of Notes may at its or\ntheir option, by notice in writing to the Company, declare all of the Notes of\nsuch Series to be, and all of the Notes of such Series shall thereupon be and\nbecome, immediately due and payable together with interest accrued thereon and\ntogether with the Yield-Maintenance Amount, if any, with respect to each Note\nof such Series, without presentment, demand, protest or other notice of any\nkind, all of which are hereby waived by the Companies.\n\n     7B.         RESCISSION OF ACCELERATION.  At any time after any or all of\nthe Notes of a Series shall have been declared immediately due and payable\npursuant to paragraph 7A, the Required Holder(s) of such Series may, by notice\nin writing to the Company, rescind and annul such declaration and its\nconsequences if (i) the Companies shall have paid all overdue interest on the\nNotes of such Series, the principal of and Yield-Maintenance Amount, if any,\npayable with respect to any Notes of such Series which have become due other-\nwise than by reason of such declaration, and interest on such overdue interest\nand overdue principal and Yield-Maintenance Amount at the rate specified in the\nNotes of such Series, (ii) the Companies shall not have paid any amounts which\nhave become due solely by reason of such declaration, (iii) all Events of\nDefault and Defaults, other than non-payment of amounts which have become due\nsolely by reason of such declaration, shall have been cured or waived pursuant\nto paragraph 11C, and (iv) no judgment or decree shall have been entered for\nthe payment of any amounts due pursuant to the Notes of such Series or this\nAgreement (as this Agreement pertains to the Notes of such Series).  No such\nrescission or annulment shall extend to or affect any subsequent Event of\nDefault or Default or impair any right arising therefrom.\n\n     7C.         NOTICE OF ACCELERATION OR RESCISSION.  Whenever any Note shall\nbe declared immediately due and payable pursuant to paragraph 7A or any such\ndeclaration shall be rescinded and annulled pursuant to paragraph 7B, the\nCompanies shall forthwith give written notice thereof to the holder of each\nNote at the time outstanding.\n\n     7D.         OTHER REMEDIES.  If any Event of Default or Default shall\noccur and be continuing, the holder of any Note may proceed to protect and\nenforce its rights under this Agreement and such Note by exercising such\nremedies as are available to such holder in respect thereof under applicable\nlaw, either by suit in equity or by action at law, or both, whether for\nspecific performance of any covenant or other agreement contained in this\nAgreement or in aid of the exercise of any power granted in this Agreement.  No\nremedy conferred in this Agreement upon the holder of any Note is intended to\nbe exclusive of any other remedy, and each and every such remedy shall be cumu-\nlative and shall be in addition to every other remedy conferred herein or now\nor hereafter existing at law or in equity or by statute or otherwise.\n\n     8.          REPRESENTATIONS, COVENANTS AND WARRANTIES.  The Companies\njointly and severally represent, covenant and warrant as follows:\n\n     8A.         ORGANIZATION.  Each Company and each Subsidiary with a\nConsolidated Tangible Net Worth in excess of $500,000 is a corporation duly\norganized, validly existing and in good standing under the laws of the state of\nits incorporation.  Each Company and each Significant Subsidiary has the full\ncorporate power and authority to own its properties and to carry on its\nbusiness as now being conducted, and is duly qualified as a foreign corporation\nin every state where the nature of its business requires that it do so, and is\nin good standing under the laws of every jurisdiction outside the state of its\nincorporation in which it owns or leases property or conducts business and in\nwhich the failure to so qualify would have a material adverse effect upon its\nbusiness or property taken as a whole.  Each Company and each Significant\nSubsidiary has complied in all material respects with (or is exempt from the\napplication of) all material federal, state and local laws, regulations and\norders that are, or in the absence of any exemption could be, applicable to the\noperations of its business, including public utility, bank holding company,\nstate agricultural and Environmental and Safety Laws.  Each Company has full\npower, authority and right to execute and deliver, and to perform and observe,\nthe provisions of this Agreement and the Notes and to carry out the trans-\nactions contemplated hereby and thereby.  The execution, delivery and\nperformance of this Agreement and the Notes to be issued hereunder by each\nCompany has been authorized by all necessary corporate and other action, and,\nwhen duly executed and delivered, will be the legal, valid and binding\nobligations of each Company, enforceable against each of them in accordance\nwith their respective terms.\n\n     8B.         FINANCIAL STATEMENTS.  The Companies have furnished each\nPurchaser of any Accepted Notes with the following financial statements,\nidentified by a principal financial officer of each Company:  (i) consolidating\nand consolidated balance sheets of each Company and its Subsidiaries as of the\nlast day in each of the five fiscal years of the Company most recently\ncompleted prior to the date as of which this representation is made or repeated\n(other than fiscal years completed within 120 days prior to such date for which\naudited financial statements have not been released) and consolidating and\nconsolidated statements of income, shareholders' equity and cash flows of each\nCompany and its Subsidiaries for each such year, all certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to\nPrudential); and (ii) consolidating and consolidated balance sheets of each\nCompany and its Subsidiaries as at the end of the quarterly period (if any)\nmost recently completed prior to such date and after the end of such fiscal\nyear (other than quarterly periods completed within 60 days prior to such date\nfor which financial statements have not been released) and the comparable\nquarterly period in the preceding fiscal year and consolidating and consoli-\ndated statements of income, stockholders' equity and cash flows of each Company\nand its Subsidiaries for the periods from the beginning of the fiscal years in\nwhich such quarterly periods are included to the end of such quarterly periods,\nin each case prepared by the applicable Company.  Such financial statements\n(including any related schedules and\/or notes) are true and correct in all\nmaterial respects (subject, as to interim statements, to changes resulting from\naudits and year-end adjustments), have been prepared in accordance with GAAP\nconsistently followed throughout the periods involved and show all liabilities,\ndirect and contingent, of each Company and its Subsidiaries required to be\nshown in accordance with such principles.  The balance sheets fairly present\nthe condition of each Company and its Subsidiaries as at the dates thereof, and\nthe statements of income, shareholders' equity and cash flows fairly present\nthe results of the operations and cash flows of each Company and its\nSubsidiaries for the periods indicated.  There has been no material adverse\nchange in the business, condition (financial or otherwise) or operations of\neither Company and its Subsidiaries taken as a whole since the end of the most\nrecent fiscal year for which such audited financial statements have been\nfurnished.\n\n     8C.         ACTIONS PENDING.  There is no action, suit, investigation or\nproceeding pending or, to the knowledge of either Company, threatened against\neither Company or any Subsidiary or any properties or rights of either Company\nor any Subsidiary, by or before any court, arbitrator or administrative or\ngovernmental body which could reasonably be expected to result in any material\nadverse change in the business, condition (financial or otherwise) or opera-\ntions of the Companies and their Subsidiaries taken as a whole.\n\n     8D.         OUTSTANDING DEBT.  Neither Company nor any Subsidiary has any\nDebt or Guarantee outstanding except as permitted by paragraph 6B(6) and 6B(9).\nThere exists no default under the provisions of any instrument evidencing any\nsuch Debt or Guarantee or of any agreement relating thereto.\n\n     8E.         TITLE TO PROPERTIES.  Each Company and Significant Subsidiary\nhas such title to its properties and assets as is appropriate and sufficient\nfor the conduct of the business which such Company or Significant Subsidiary\npresently undertakes or contemplates undertaking.  There are no Liens on such\nproperties and assets that (i) materially restrict such Company's or Signi-\nficant Subsidiary's intended use and enjoyment thereof in the ordinary course\nof business or (ii) are not permitted by paragraph 6B(1).  There is no material\ndefault, nor any event that, with notice or lapse of time or both, would\nconstitute such a material default under any material lease to which either\nCompany or any Significant Subsidiary is a lessee, lessor, sublessee or\nsublessor.\n\n     8F.         TAXES.  Each Company and each Subsidiary with a Consolidated\nTangible Net Worth in excess of $500,000 have filed all Federal, state and\nother income tax and informational returns which are required to be filed by\nit.  Each Company and each such Subsidiary has paid all taxes as shown on its\nreturns and on all assessments received to the extent that such taxes have\nbecome due, except such assessments as are being contested in good faith by\nappropriate proceedings for which adequate reserves have been established in\naccordance with GAAP.\n\n     8G.         CONFLICTING AGREEMENTS AND OTHER MATTERS.  Neither the\nexecution nor delivery of this Agreement or the Notes, nor the offering,\nissuance and sale of the Notes, nor fulfillment of nor compliance with the\nterms and provisions of this Agreement or the Notes will conflict with, or\nresult in a breach of the terms, conditions or provisions of, or constitute a\ndefault under, or result in any violation of, or result in the creation of any\nLien upon any of the properties or assets of either Company or any Subsidiary\npursuant to, their respective articles or incorporation or bylaws, any award of\nany arbitrator or any agreement, instrument, order, judgment, decree, and,\nafter due investigation and to the Companies' best knowledge, any statute, law,\nrule or regulation to which either Company or any Subsidiary is subject.\nNeither Company nor any Subsidiary is a party to, or otherwise subject to any\nprovision contained in, any instrument evidencing any of their respective Debt,\nany agreement relating thereto or any other contract or agreement which\nrestricts or otherwise limits the incurring of Debt pursuant hereto, except as\nset forth on Schedule 8G hereto.\n\n     8H.         OFFERING OF THE NOTES.  Neither Company, nor any agent acting\non either of their behalf has, directly or indirectly, offered the Notes or any\nsimilar security of either Company for sale to, or solicited any offers to buy\nthe Notes or any similar security of the Companies from, or otherwise\napproached or negotiated with respect thereto with, any Person or Persons other\nthan the Purchasers, and neither Company, nor any agent acting on either of\ntheir behalf has taken or will take any action which would subject the issuance\nor sale of the Notes to the provisions of Section 5 of the Securities Act or\nto the provisions of any securities or blue sky law of any applicable \njurisdiction.\n\n     8I.         REGULATION G, ETC.  The amount of all securities that the\nCompanies and their Subsidiaries together own that constitute \"margin stock\"\n(as defined in Regulation G (12 CFR Part 207) of the Board of Governors of the\nFederal Reserve System (herein called \"margin stock\")) does not exceed 25% of\nthe Parent's Consolidated Total Assets.  None of the proceeds of the Notes will\nbe used, directly or indirectly, for the purpose, whether immediate, incidental\nor ultimate, of purchasing or carrying any margin stock or for the purpose of\nmaintaining, reducing or retiring any indebtedness which was originally\nincurred to purchase or carry any stock that is currently a margin stock or for\nany other purpose which might constitute this transaction a \"purpose credit\"\nwithin the meaning of such Regulation G.  Neither Company nor any agent acting\non its behalf has taken or will take any action which might cause this\nAgreement or the Notes to violate Regulation G, Regulation T or any other\nregulation of the Board of Governors of the Federal Reserve System or to\nviolate the Exchange Act, in each case as in effect now or as the same may\nhereafter be in effect.\n\n     8J.         ERISA.  No accumulated funding deficiency (as defined in\nsection 302 of ERISA and section 412 of the Code), whether or not waived,\nexists with respect to any Plan (other than a Multiemployer Plan).  No lia-\nbility to the PBGC has been or is expected by either Company or any ERISA\nAffiliate to be incurred with respect to any Plan (other than a Multiemployer\nPlan) by either Company, any Subsidiary or any ERISA Affiliate which is or\nwould be materially adverse to the business, condition (financial or otherwise)\nor operations of the Companies and their Subsidiaries taken as a whole.\nNeither Company, any of their Subsidiaries or any ERISA Affiliate has incurred\nor presently expects to incur any withdrawal liability under Title IV of ERISA\nwith respect to any Multiemployer Plan which is or would be materially adverse\nto the Companies and their Subsidiaries taken as a whole.  The execution and\ndelivery of this Agreement and the issuance and sale of the Notes will be\nexempt from, or will not involve any transaction which is subject to the\nprohibitions of, section 406 of ERISA and will not involve any transaction in\nconnection with which a penalty could be imposed under section 502(i) of ERISA\nor a tax could be imposed pursuant to section 4975 of the Code.  The represen-\ntation by the Companies in the next preceding sentence is made in reliance upon\nand subject to the accuracy of each Purchaser's representation in paragraph 9B.\n\n     8K.         GOVERNMENTAL CONSENT.  Neither the nature of either Company or\nany of their Subsidiaries, nor any of their respective businesses or proper-\nties, nor any relationship between either Company or a Subsidiary and any other\nPerson, nor any circumstance in connection with the offering, issuance, sale or\ndelivery of the Notes is such as to require any authorization, consent,\napproval, exemption or other action by, notice to or filing with any court,\nadministrative or governmental body (other than routine filings after the date\nof closing with the Securities and Exchange Commission and\/or state blue sky\nauthorities) in connection with (i) the execution and delivery of this Agree-\nment, (ii) the offering, issuance, sale or delivery of the Notes or (iii)\nfulfillment of or compliance with the terms and provisions of this Agreement\nand the Notes.\n\n     8L.         UTILITY COMPANY STATUS.  Neither Company is a public utility\nwithin the meaning of the Federal Power Act, as amended.  Each Company is a\n\"holding company\" as such term is defined in the Public Utility Holding Company\nAct of 1935, as amended, but is exempt from all provisions of such Act, except\nsection 9(a)(2) thereof (relating to the acquisition of securities of a\n\"public-utility company\"), because (i) each Company is incorporated in Hawaii,\nand substantially all of their respective utility operations are conducted in\nHawaii and (ii) of the filing annually with the Securities and Exchange\nCommission of an exemption statement.  On each date as of which this\nrepresentation is made or confirmed, each Company has on file with the\nSecurities and Exchange Commission such an exemption statement, which is in\nfull force and effect.\n\n     8M.         INVESTMENT COMPANY STATUS.  Neither Company is an \"investment\ncompany\" or a company \"controlled\" by an \"investment company\" within the\nmeaning of the Investment Company Act of 1940, as amended, or an \"investment\nadviser\" within the meaning of the Investment Advisers Act of 1940, as amended.\n\n     8N.         BANK HOLDING COMPANY STATUS.  Neither Company nor any\nSubsidiary is a \"bank holding company\" within the meaning of the Federal\nDeposit Insurance Act (12 U.S.C. Section 1811, et. seq.), as amended.\n\n     8O.         REAL PROPERTY MATTERS.  Each Company and Significant\nSubsidiary has for the real property which it owns or uses such authorizations,\nconsents, approvals, licenses and permissions (collectively, \"Consents\") that\nsuch Company or Significant Subsidiary believes or has been advised by counsel\nto be now necessary for it to own, hold, develop, use or operate such real\nproperty in its current or intended manner, all in material compliance with\napplicable laws and regulations.  Neither Company has received any notice that\nany such Consent is necessary which has not been obtained, other than\napplications for the same that have been timely filed and are being diligently\npursued with the appropriate governmental authorities and agencies.\n\n     8P.         POSSESSION OF FRANCHISES, LICENSES, ETC.  The Companies and\ntheir Subsidiaries possess all material franchises, certificates, licenses,\ndevelopment and other permits and other authorizations from governmental\npolitical subdivisions or regulatory authorities and all patents, trademarks,\nservice marks, trade names, copyrights, licenses, easements, rights of way and\nother rights (collectively, \"Material Rights\"), free from burdensome\nrestriction, that are necessary in the judgement of the Companies in any\nmaterial respect for the ownership, maintenance and operation of their\nbusiness, properties and assets, and neither Company nor any of their\nSubsidiaries are in violation of any Material Rights in any material respect.\nNo event has occurred which permits, or after notice or lapse of time or both\nwould permit, the revocation or termination of any such Material Rights, or\nmaterially and adversely affect the rights of either Company or their\nSubsidiaries thereunder.\n\n     8Q.         ENVIRONMENTAL AND SAFETY MATTERS.     The Companies and their\nSubsidiaries and all of their respective properties and facilities have\ncomplied at all times and in all respects with all Environmental and Safety\nLaws except where failure to comply would not result in a material adverse\neffect on the business, condition (financial or otherwise) or operations of the\nCompanies and their Subsidiaries taken as a whole.\n\n     8R.         HOSTILE TENDER OFFERS.  None of the proceeds of the sale of\nany Notes will be used to finance a Hostile Tender Offer.\n\n     8S.         SOLVENCY.  After giving effect to any issuance of any Notes\nand the use of the proceeds thereof on any date on which this representation is\nmade or confirmed by the Companies: (i) the fair value of the property and\nother assets of each Company is greater than the total amount of its liabi-\nlities, including without limitation, contingent liabilities and 100% of the\nliabilities with respect to the Notes and any other obligations with respect to\nwhich the other Company or any other Person is jointly liable with such\nCompany; (ii) the present fair saleable value of the property and other assets\nof each Company is not less than the amount that will be required to pay the\nprobable amount of its liabilities as such liabilities become due and payable;\n(iii) each Company does not intend to, nor does it believe that it will, incur\ndebts or liabilities beyond its ability to repay as such debts and liabilities\nmature; and (iv) each Company's property and other assets do not constitute an\nunreasonably small amount of capital for the line of business it is engaged in.\n\n     8T.         EMPLOYEE RELATIONS.  Neither Company nor any Subsidiary is the\nsubject of (i) any material strike, work slowdown or stoppage, union organizing\ndrive or other similar activity or (ii) any material action, suit, investiga-\ntion or other proceeding involving alleged employment discrimination, unfair\ntermination, employee safety or similar matters or, to the best knowledge of\nthe Companies, is any such event imminent or likely to occur.\n\n     8U.         REGULATIONS AND LEGISLATION.  To the best knowledge of the\nCompanies, no law, regulation, interpretation or legislation has been enacted\nor issued or is likely to be enacted or issued, that would reasonably be\nexpected to have a material adverse effect on the operations or financial\ncondition of the Companies and their Subsidiaries taken as a whole.\n\n     8V.         DISCLOSURE.  Neither this Agreement nor any other document,\ncertificate or statement furnished to any Purchaser by or on behalf of either\nCompany in connection herewith contains any untrue statement of a material fact\nor omits to state a material fact necessary in order to make the statements\ncontained herein and therein not misleading.  There is no fact peculiar to the\nCompanies or any Subsidiary which materially adversely affects, or in the\nfuture may (so far as the Companies can now foresee) materially adversely\naffect, the consolidated business, property, assets, prospects or financial\ncondition of the Companies and which has not been set forth in this Agreement\nor in the other documents, certificates and statements furnished to each\nPurchaser by or on behalf of the Companies prior to the date this representa-\ntion is made or confirmed in connection with the transactions contemplated\nhereby.\n\n     9.          REPRESENTATIONS OF THE PURCHASERS.\n\n     Each Purchaser represents as follows:\n\n     9A.         NATURE OF PURCHASE.  Such Purchaser is acquiring the Notes\npurchased by it hereunder for the purpose of investment and not with a view to\nor for sale in connection with any distribution thereof within the meaning of\nthe Securities Act, provided that the disposition of such Purchaser's property\nshall at all times be and remain within its control.  Such Purchaser under-\nstands that the Notes have not been registered under the Securities Act and may\nbe exchanged, offered, transferred or resold only if registered pursuant to the\nprovisions of the Securities Act or if an exemption from registration is avai-\nlable, and that the Company is not required to register the Notes.\n\n     9B.         SOURCE OF FUNDS.  The source of funds being used by such\nPurchaser to pay the purchase price of the Notes being purchased by such\nPurchaser hereunder constitutes assets allocated to: (i) the \"insurance company\ngeneral account\" of such Purchaser (as such term is defined under Section V of\nthe United States Department of Labor's Prohibited Transaction Class Exemption\n(\"PTCE\") 95-60), and as of the date of the purchase of the Notes such\nPurchaser satisfies all of the applicable requirements for relief under\nSections I and IV of PTCEE 95-60 or (ii) a separate account maintained by such\nPurchaser in which no employee benefit plan, other than employee benefit plans\nidentified on a list which has been furnished by such Purchaser to the Company,\nparticipates to the extent of 10% or more.  For the purpose of this paragraph\n9B, the terms \"SEPARATE ACCOUNT\" and \"EMPLOYEE BENEFIT PLAN\" shall have the\nrespective meanings specified in section 3 of ERISA.\n\n     10.         DEFINITIONS; ACCOUNTING MATTERS.  For the purpose of this\nAgreement, the terms defined in paragraphs 10A and 10B (or within the text of\nany other paragraph) shall have the respective meanings specified therein and\nall accounting matters shall be subject to determination as provided in\nparagraph 10C.\n\n     10A.        YIELD-MAINTENANCE TERMS.\n\n     \"BUSINESS DAY\" shall mean any day other than a Saturday, a Sunday or a\nday on which commercial banks in New York City, San Francisco, California or\nHonolulu, Hawaii are required or authorized to be closed.\n\n     \"CALLED PRINCIPAL\" shall mean, with respect to any Note, the principal of\nsuch Note that (i) is to be prepaid pursuant to paragraph 4B or (ii) is\ndeclared to be immediately due and payable pursuant to paragraph 7A, as the\ncontext requires.\n\n     \"DESIGNATED SPREAD\" shall mean 0.00% in the case of each Note of any\nSeries unless the Confirmation of Acceptance with respect to the Notes of such\nSeries specifies a different Designated Spread in which case it shall mean,\nwith respect to each Note of such Series, the Designated Spread so specified.\n\n     \"DISCOUNTED VALUE\" shall mean, with respect to the Called Principal of\nany Note, the amount obtained by discounting all Remaining Scheduled Payments\nwith respect to such Called Principal from their respective scheduled due dates\nto the Settlement Date with respect to such Called Principal, in accordance\nwith accepted financial practice and at a discount factor (converted to reflect\nthe periodic basis on which interest on such Note is payable, if payable other\nthan on a semiannual basis) equal to the Reinvestment Yield with respect to\nsuch Called Principal.\n\n     \"REINVESTMENT YIELD\" shall mean, with respect to the Called Principal of\nany Note, the Designated Spread over the yield to maturity implied by (i) the\nyields reported, as of 10:00 a.m. (New York City time) on the Business Day next\npreceding the Settlement Date with respect to such Called Principal, on the\ndisplay designated as \"Page 678\" on the Telerate Service (or such other display\nas may replace Page 678 on the Telerate Service) for actively traded U.S.\nTreasury securities having a maturity equal to the Remaining Average Life of\nsuch Called Principal as of such Settlement Date, or if such yields shall not\nbe reported as of such time or the yields reported as of such time shall not be\nascertainable, (ii) the Treasury Constant Maturity Series yields reported, for\nthe latest day for which such yields shall have been so reported as of the\nBusiness Day next preceding the Settlement Date with respect to such Called\nPrincipal, in Federal Reserve Statistical Release H.15 (519) (or any comparable\nsuccessor publication) for actively traded U.S. Treasury securities having a\nconstant maturity equal to the Remaining Average Life of such Called Principal\nas of such Settlement Date.  Such implied yield shall be determined, if\nnecessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent\nyields in accordance with accepted financial practice and (b) interpolating\nlinearly between yields reported for various maturities.\n\n     \"REMAINING AVERAGE LIFE\" shall mean, with respect to the Called Principal\nof any Note, the number of years (calculated to the nearest one-twelfth year)\nobtained by dividing (i) such Called Principal into (ii) the sum of the\nproducts obtained by multiplying (a) each Remaining Scheduled Payment of such\nCalled Principal (but not of interest thereon) by (b) the number of years\n(calculated to the nearest one-twelfth year) which will elapse between the\nSettlement Date with respect to such Called Principal and the scheduled due\ndate of such Remaining Scheduled Payment.\n\n     \"REMAINING SCHEDULED PAYMENTS\" shall mean, with respect to the Called\nPrincipal of any Note, all payments of such Called Principal and interest\nthereon that would be due on or after the Settlement Date with respect to such\nCalled Principal if no payment of such Called Principal were made prior to its\nscheduled due date.\n\n     \"SETTLEMENT DATE\" shall mean, with respect to the Called Principal of any\nNote, the date on which such Called Principal (i) is to be prepaid pursuant to\nparagraph 4B or (ii) is declared to be immediately due and payable pursuant to\nparagraph 7A, as the context requires.\n\n     \"YIELD-MAINTENANCE AMOUNT\" shall mean, with respect to any Note, an amount\nequal to the excess, if any, of the Discounted Value of the Called Principal of\nsuch Note over the sum of (i) such Called Principal plus (ii) interest accrued\nthereon as of (including interest due on) the Settlement Date with respect to\nsuch Called Principal.  The Yield-Maintenance Amount shall in no event be less\nthan zero.\n\n     10B.        OTHER TERMS.\n\n     \"ACCEPTANCE\" shall have the meaning specified in paragraph 2B(5).\n\n     \"ACCEPTANCE DAY\" shall have the meaning specified in paragraph 2B(5).\n\n     \"ACCEPTANCE WINDOW\" shall have the meaning specified in paragraph 2B(5).\n\n     \"ACCEPTED NOTE\" shall have the meaning specified in paragraph 2B(5).\n\n     \"ACCUMULATED FUNDING DEFICIENCY\" shall mean a funding deficiency\ndescribed in section 302 of ERISA and section 412 of the Code.\n\n     \"AFFILIATE\" shall mean, without duplication, any Person directly or\nindirectly controlling, controlled by, or under direct or indirect common\ncontrol with, either Company, except a Subsidiary.  A Person shall be deemed to\ncontrol a corporation if such Person possesses, directly or indirectly, the\npower to direct or cause the direction of the management and policies of such\ncorporation, whether through the ownership of voting securities, by contract or\notherwise.\n\n     \"AGREEMENT\" shall have the meaning specified in paragraph 11C.\n\n     \"AUTHORIZED OFFICER\" shall mean (i) in the case of the Companies, any\nofficer of either Company designated as their \"Authorized Officer\" in the\nInformation Schedule or any officer of either Company designated as an\n\"Authorized Officer\" for the purpose of this Agreement in a certificate\nexecuted by one of the Companies' Authorized Officers and (ii) in the case of\nPrudential, any officer of Prudential designated as its \"Authorized Officer\" in\nthe Information Schedule or any officer of Prudential designated as its\n\"Authorized Officer\" for the purpose of this Agreement in a certificate\nexecuted by one of its Authorized Officers.  Any action taken under this\nAgreement on behalf of the Companies by any individual who on or after the date\nof this Agreement shall have been an Authorized Officer of the Companies and\nwhom Prudential in good faith believes to be an Authorized Officer of the\nCompanies at the time of such action shall be binding on the Companies even\nthough such individual shall have ceased to be an Authorized Officer of the\nCompanies, and any action taken under this Agreement on behalf of Prudential by\nany individual who on or after the date of this Agreement shall have been an\nAuthorized Officer of Prudential, and whom the Companies in good faith believe\nto be an Authorized Officer of Prudential at the time of such action shall be\nbinding on Prudential even though such individual shall have ceased to be an\nAuthorized Officer of Prudential.\n\n     \"AVAILABLE FACILITY AMOUNT\" shall have the meaning specified in paragraph\n2B(1).\n\n     \"BANKRUPTCY LAW\" shall have the meaning specified in clause (vii) of\nparagraph 7A.\n\n     \"BUSINESS DAY\" shall have the meaning specified in paragraph 10A.\n\n     \"CANCELLATION DATE\" shall have the meaning specified in paragraph\n2B(8)(iv).\n\n     \"CANCELLATION FEE\" shall have the meaning specified in paragraph\n2B(8)(iv).\n\n     \"CAPITALIZED LEASE OBLIGATION\" shall mean, with respect to any Person,\nany rental obligation of such Person which, under GAAP, is or will be required\nto be capitalized on the books of such Person, taken at the amount thereof\naccounted for as indebtedness (net of interest expense) in accordance with such\nprinciples.\n\n     \"CERCLA\" shall mean the Comprehensive Environmental Response,\nCompensation and Liability Act (42 U.S.C. Section 9601 et. seq.), as amended,\nand the regulations promulgated thereunder.\n\n     \"CLOSING DAY\" shall mean, with respect to any Accepted Note, the Business\nDay specified for the closing of the purchase and sale of such Accepted Note in\nthe Request for Purchase of such Accepted Note, provided that (i) if the\n                                                --------\nCompanies and the Purchaser which is obligated to purchase such Accepted Note\nagree on an earlier Business Day for such closing, the \"CLOSING DAY\" for such\nAccepted Note shall be such earlier Business Day, and (ii) if the closing of\nthe purchase and sale of such Accepted Note is rescheduled pursuant to para-\ngraph 2B(7), the Closing Day for such Accepted Note, for all purposes of this\nAgreement except references to \"original Closing Day\" in paragraph 2B(8)(iii),\nshall mean the Rescheduled Closing Day with respect to such Accepted Note.\n\n     \"CODE\" shall mean the Internal Revenue Code of 1986, as amended.\n\n     \"CONFIRMATION OF ACCEPTANCE\" shall have the meaning specified in paragraph\n2B(5).\n\n     \"CONSOLIDATED CUMULATIVE NET INCOME\" shall mean, as to any Person, the\naggregate Consolidated Net Income of that Person for the fiscal period(s) in\nquestion.\n\n     \"CONSOLIDATED INTEREST EXPENSE\" shall mean, as to any Person, the sum of\nall amounts that would, in accordance with GAAP, be deducted in computing\nConsolidated Net Income of such Person for the fiscal periods in question on\naccount of interest, including without limitation, imputed interest in respect\nof Capitalized Lease Obligations, fees in respect of letters of credit and\nbankers' acceptance financing and amortization of debt discount and expense.\n\n     \"CONSOLIDATED NET INCOME\" shall mean, as to any Person, such Person's and\nits Subsidiaries' consolidated gross revenues for the period in question, less\nall operating and non-operating expenses of such Person and its Subsidiaries,\nincluding all charges of a proper character (including current and deferred\ntaxes on income, provision for taxes on unremitted foreign earnings which are\nincluded in gross revenues, and current additions to reserves), but not\nincluding in gross revenues any (i) gains (net of expenses and taxes applicable\nthereto) in excess of losses resulting from the sale, conversion, exchange or\nother disposition of capital assets (i.e., assets other than current assets)\nother than real property sold for cash, cash equivalents or other property or\ntangible assets by the Property Subs in the ordinary course of their Property\nDevelopment Activities, (ii) gains resulting from the write-up of assets, (iii)\nequity of such Person or its Subsidiaries in the unremitted earnings of any\nother Person (other than of such Person or its Subsidiaries) or (iv) net\nincome, gain or loss during such period from any change in accounting, from any\ndiscontinued operations or the disposition thereof, from any extraordinary\nevents or from any prior period adjustments, all determined in accordance with\nGAAP.\n\n     \"CONSOLIDATED NET INCOME BEFORE TAXES\" shall mean, as to any Person, such\nPerson's Consolidated Net Income for the period in question plus the sum of all\ndeferred and current Federal, state, local and foreign taxes that are deducted\nin accordance with GAAP in computing Consolidated Net Income for such period.\n\n     \"CONSOLIDATED TANGIBLE NET WORTH\" shall mean, as to any Person as at any\ntime of determination thereof, the consolidated net worth of such Person and\nits Subsidiaries, determined in accordance with GAAP, less all Intangibles.\n\n     \"CONSOLIDATED TOTAL ASSETS\" shall mean, as to any Person as at any time\nof determination thereof, that Person's and its Subsidiaries' consolidated\ntotal assets, determined in accordance with GAAP.\n\n     \"DEBT\" shall mean (i) Funded Debt and all other items of indebtedness,\nobligations or liabilities which, in accordance with GAAP, would be included in\ndetermining liabilities as shown on the liabilities side of a Person's\nconsolidated balance sheet and (ii) all Guarantees of Debt, both as of the date\nas of determination thereof.\n\n     \"DELAYED DELIVERY FEE\" shall have the meaning specified in paragraph\n2B(8)(iii).\n\n     \"ENVIRONMENTAL AND SAFETY LAWS\" shall mean all Federal, state and local\nlaws, regulations and ordinances, relating to the discharge, handling,\ndisposition or treatment of Hazardous Materials and other substances or the\nprotection of the environment or of employee health and safety, including,\nwithout limitation, CERCLA, the Hazardous Materials Transportation Act (49\nU.S.C. Section 1801 et. seq.), the Resource Conservation and Recovery Act (42\nU.S.C. Section 6901 et. seq.), the Federal Water Pollution Control Act (33\nU.S.C. Section 1251 et. seq.), the Clean Air Act (42 U.S.C. Section 7401 et.\nseq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et. seq.), the\nOccupational Safety and Health Act (29 U.S.C. Section 651 et. seq.) and the\nEmergency Planning and Community Right-To-Know Act (42 U.S.C. Section 11001 et.\nseq.), each as the same may be amended and supplemented.\n\n     \"ENVIRONMENTAL LIABILITIES AND COSTS\" shall mean, as to any Person, all\nliabilities, obligations, responsibilities, remedial actions, losses, damages,\npunitive damages, consequential damages, treble damages, contribution, cost\nrecovery, costs and expenses (including all fees, disbursements and expenses of\ncounsel, expert and consulting fees, and costs of investigation and feasibility\nstudies), fines, penalties, sanctions and interest incurred as a result of any\nclaim or demand, by any Person, whether based in contract, tort, implied or\nexpress warranty, strict liability, criminal or civil statute, permit, order or\nagreement with any Federal, state or local governmental authority or other\nPerson, arising from environmental, health or safety conditions, or the release\nor threatened release of a contaminant, pollutant or Hazardous Material into\nthe environment, resulting from the operations of such Person or its sub-\nsidiaries, or breach of any  Environmental and Safety Law or for which such\nPerson or its subsidiaries is otherwise liable or responsible.\n\n     \"ERISA\" shall mean the Employee Retirement Income Security Act of 1974,\nas amended.\n\n     \"ERISA AFFILIATE\" shall mean any corporation which is a member of the same\ncontrolled group of corporations as either Company within the meaning of\nsection 414(b) of the Code, or any trade or business which is under common\ncontrol with either Company within the meaning of section 414(c) of the Code.\n\n     \"EVENT OF DEFAULT\" shall mean any of the events specified in paragraph\n7A, provided that there has been satisfied any requirement in connection with\nsuch event for the giving of notice, or the lapse of time, or the happening of\nany further condition, event or act, and `DEFAULT'' shall mean any of such\nevents, whether or not any such requirement has been satisfied.\n\n     \"EXCHANGE ACT\" shall mean the Securities Exchange Act of 1934, as amended.\n\n     \"EXCLUDED LIABILITIES\" shall mean Debt of any partnership, joint venture\nor similar entity in which either Company or any of their respective\nSubsidiaries is a partner, joint venturer or other participant.\n\n     \"FACILITY\" shall have the meaning specified in paragraph 2B(1).\n\n     \"FACILITY FEE\" shall have the meaning specified in paragraph 2B(8)(i).\n\n     \"FASB\" shall mean the Financial Accounting Standards Board of the\nAmerican Institute of Certified Public Accountants, or any successor body.\n\n     \"FUNDED DEBT\", as to any Person, shall mean and include without\nduplication, (i) any indebtedness of such Person (A) for borrowed money,\nincluding commercial paper and revolving credit lines, (B) evidenced by bonds,\ndebentures or notes or otherwise representing extensions of credit, whether or\nnot representing obligations for borrowed money or (C) for the payment of the\ndeferred purchase price of property or services, except trade accounts payable\narising in the ordinary course of business, regardless of when such liability\nor other obligation is due and payable, (ii) Capitalized Lease Obligations,\n(iii) Guarantees, assumptions and endorsements by such Person (other than\nendorsements of negotiable instruments for collection in the ordinary course\nof business) of Funded Debt of a third party, (iv) Funded Debt of a third party\nsecured by Liens on the property or other assets of such Person and\n(v) maintenance, modifications, refinancings, renewals and extensions of the\nforegoing.\n\n     \"GUARANTEE\" shall mean, without duplication, any obligation, contingent\nor otherwise, of any Person guaranteeing or having the economic effect of\nguaranteeing any Debt or other obligation of any other Person (the primary\nobligor) in any manner, directly or indirectly, and including any obligation of\nsuch guarantor to:\n\n          (i)    make any loans, advances or capital contributions to such\n     Person, or for the purchase of any property from any Person, in each\n     case for the purpose of enabling such Person to maintain working\n     capital, net worth or any other balance sheet condition or to pay\n     debts, dividends or expenses except for advances, deposits and initial\n     payments made in the usual and ordinary course of business for the\n     purchase or acquisition of property or services; or\n\n          (ii)   purchase materials, supplies or other property or\n     services if such obligation requires that payment for such materials,\n     supplies or other property or services be made regardless of whether\n     or not delivery of such materials, supplies or other property or\n     services is ever made or tendered; or\n\n          (iii)  rent or lease (as lessee) any real or personal property\n     (except for leases in effect on the Closing Date) if such obligation\n     is absolute and unconditional under conditions not customarily found\n     in commercial leases then in general use.\n\n     \"HAZARDOUS MATERIALS\" shall mean (a) any material or substance defined as\nor included in the definition of \"hazardous substances,\" \"hazardous wastes,\"\n\"hazardous materials,\" \"toxic substances\" or any other formulations intended\nto define, list or classify substances by reason of their deleterious\nproperties, (b) any oil, petroleum or petroleum derived substance, (c) any\nflammable substances or explosives, (d) any radioactive materials, (e) asbestos\nin any form, (f) electrical equipment that contains any oil or dielectric fluid\ncontaining levels of polychlorinated biphenyls in excess of fifty parts per\nmillion, (g) pesticides or (h) any other chemical, material or substance,\nexposure to which is prohibited, limited or regulated by any governmental\nagency or authority or which may or could pose a hazard to the health and\nsafety of persons in the vicinity thereof.\n\n     \"HEDGE TREASURY NOTE(S)\" shall mean, with respect to any Accepted Note,\nthe United States Treasury Note or Notes whose duration (as determined by\nPrudential) most closely matches the duration of such Accepted Note.\n\n     \"HOSTILE TENDER OFFER\" shall mean, with respect to the use of proceeds of\nany Note, any offer to purchase, or any purchase of, shares of capital stock of\nany corporation or equity interests in any other entity, or securities\nconvertible into or representing the beneficial ownership of, or rights to\nacquire, any such shares or equity interests, if such shares, equity interests,\nsecurities or rights are of a class which is publicly traded on any securities\nexchange or in any over-the-counter market, other than purchases for portfolio\ninvestment purposes of such shares, equity interests, securities or rights\nwhich, together with any shares, equity interests, securities or rights then\nowned, represent less than 5% of the equity interests or beneficial ownership\nof such corporation or other entity, and such offer or purchase has not been\nduly approved by the board of directors of such corporation or the equivalent\ngoverning body of such other entity prior to the date on which the Company\nmakes the Request for Purchase of such Note.\n\n     \"INCLUDING\" shall mean, unless the context clearly requires otherwise,\n\"including without limitation\".\n\n     \"INSTITUTIONAL INVESTORS\" shall mean an insurance company, bank, pension\nfund, investment company, \"qualified institutional buyer\" (as such term is\ndefined under Rule 144A promulgated under the Securities Act, or any successor\nlaw, rule or regulation), \"accredited investor\" (as such term is defined under\nRegulation D promulgated under the Securities Act, or any successor law, rule\nor regulation) or other Person with assets in excess of $50,000,000 that\ninvests in securities for its own account or as a dealer.\n\n     \"INTANGIBLES\" shall mean any Intellectual Properties, goodwill (including\nany amounts, however designated, representing the cost of acquisition of\nbusiness and investments in excess of underlying tangible assets), unamortized\ndebt discount and expense, deferred research and development costs, any write-\nup of asset value after December 31, 1989 and other assets treated as intan-\ngible assets under GAAP.\n\n     \"INTELLECTUAL PROPERTIES\" shall mean inventions, patents, copyrights,\ntrade secrets, trade names and trademarks, technologies, methods, design\ndrawings, software (including documentation and source code listings)\nprocesses, applications for the same and other proprietary properties or\ninformation.\n\n     \"INTEREST COVERAGE RATIO\" shall mean, as to any Person as at any time of\ndetermination thereof, (a) the sum of (i) such Person's Consolidated Net Income\nBefore Taxes for the period of four consecutive fiscal quarters then most\nrecently ended and (ii) such Person's Consolidated Interest Expense for such\nfour fiscal quarter period, divided by (b) such Person's Consolidated Interest\nExpense for such four fiscal quarter period.\n\n     \"ISSUANCE PERIOD\" shall have the meaning specified in paragraph 2B(2)(i).\n\n     \"LIEN\" shall mean any mortgage, deed of trust, pledge, security interest,\nencumbrance, lien or charge of any kind (including any agreement to give any of\nthe foregoing, any purchase money mortgage, conditional sale or other title\nretention agreement, any lease in the nature thereof, and the filing of or\nagreement to give any financing statement under the Uniform Commercial Code of\nany jurisdiction).\n\n     \"MARGIN STOCK\" shall have the meaning specified in paragraph 8I.\n\n     \"MATERIAL RIGHTS\" shall have the meaning specified in paragraph 8P.\n\n     \"MATSON\" shall mean Matson Navigation Company, Inc., a wholly owned\nsubsidiary of the Parent.\n\n     \"MULTIEMPLOYER PLAN\" shall mean any Plan which is a \"multiemployer plan\"\n(as such term is defined in section 4001(a)(3) of ERISA).\n\n     \"NOTES\" shall have the meaning specified in paragraph 1.\n\n     \"OFFICER'S CERTIFICATE\" shall mean a certificate signed in the name of the\nCompanies by an Authorized Officer of the Companies.\n\n     \"PBGC\" shall mean the Pension Benefit Guaranty Corporation, or any\nsuccessor or replacement entity thereto under ERISA.\n\n     \"PERMITTED ASSETS\" shall mean (i) where A&B-Hawaii, any Subsidiary\nthereof, any of their assets or any of the assets of Parent (other than capital\nstock of Matson) have been sold or otherwise transferred, assets to be used by\nthe Parent, A&B-Hawaii or a Subsidiary of A&B-Hawaii in conducting Property\nDevelopment Activities, the Property Management Business or the food products\nbusiness and (ii) in all other instances, assets to be used in conducting\nProperty Development Activities, the Property Management Business, the food\nproducts business or the ocean transportation business.\n\n     \"PERMITTED DEBT\" shall mean (i) where A&B-Hawaii, any Subsidiary thereof,\nany of their assets or any of the assets of Parent (other than capital stock of\nMatson) have been sold or otherwise disposed of, (a) any unsecured Funded Debt\nof such entities (exclusive of Funded Debt owed to a Company or a Subsidiary\nthereof) selected by the Companies, so long as the aggregate amount of all\nproceeds applications from such sales or other dispositions which are made\nafter the date hereof do not exceed $100,000,000 and (b) in all other\ninstances, all unsecured Funded Debt of such entities (exclusive of any Funded\nDebt owed to a Company or a Subsidiary thereof) on a pro rata basis and (ii)\n                                                     --- ----\nin all instances involving a sale or other disposition by the Parent (except to\nthe extent described in clause (i), above), Matson or any Subsidiary of Matson,\n(a) any unsecured Funded Debt of such entities (exclusive of Funded Debt owed\nto a Company or a Subsidiary thereof) selected by the Parent, so long as the\naggregate amount of all proceeds applications from such sales or other\ndispositions which are made after the date hereof do not exceed $100,000,000\nand (b) in all other instances, all unsecured Funded Debt of the Companies and\nall Subsidiaries thereof (exclusive of Funded Debt owed to a Company or a\nSubsidiary thereof) on a pro rata basis.\n\n     \"PERSON\" shall mean and include an individual, a partnership, a joint\nventure, a corporation, a trust, an unincorporated organization and a govern-\nment or any department or agency thereof.\n\n     \"PLAN\" shall mean any \"employee pension benefit plan\" (as such term is\ndefined in section 3 of ERISA) which is or has been established or maintained,\nor to which contributions are or have been made, by either Company or any ERISA\nAffiliate.\n\n     \"PRINCIPAL OFFICER\" shall mean the Treasurer, Chief Financial Officer and\nGeneral Counsel of each Company and any other officer of a Company whose\nresponsibilities include monitoring such Company's compliance with the\nprovisions of this Agreement.\n\n     \"PROHIBITED TRANSACTION\" shall mean any transaction described in section\n406 of ERISA which is not exempt by reason of section 408 of ERISA or the\ntransitional rules set forth in section 414(c) of ERISA and any transaction\ndescribed in section 4975(c) of the Code which is not exempt by reason of\nsection 4975(c) (2) or section 4975(d) of the Code, or the transitional rules\nof section 2003(c) of ERISA.\n\n     \"PROPERTY\" shall mean all real property owned or leased by the Companies\nor any of their respective Subsidiaries, and all personal property including\nwithout limitation ocean transportation vessels and hauling trucks, located\nthereon or used or consumed in the operation of the business conducted thereat.\n\n     \"PROPERTY DEVELOPMENT ACTIVITIES\" shall mean land acquisition and\ndevelopment activities of the Property Subs, the principal objective of which\nis to acquire and develop real property for sale or other disposition.\n\n     \"PROPERTY MANAGEMENT BUSINESS\" shall mean the managing, leasing, selling\nand purchasing of real property.\n\n     \"PROPERTY SUBS\" shall mean A&B Properties, Inc., Kukui'ula Development\nCompany, Inc., South Shore Resources, Inc., South Shore Community Services,\nInc., and East Maui Irrigation Company Limited, all Hawaii corporations, and\nA&B Development Company, a California corporation, all of which are wholly\nowned Subsidiaries of A&B-Hawaii, and other  Subsidiaries of A&B-Hawaii that\nare formed or acquired principally to engage in real property development\nactivities.\n\n     \"PRUDENTIAL\" shall mean The Prudential Insurance Company of America.\n\n     \"PRUDENTIAL AFFILIATE\" shall mean any corporation or other entity all of\nthe Voting Stock (or equivalent voting securities or interests) of which is\nowned by Prudential either directly or through Prudential Affiliates.\n\n     \"PURCHASERS\" shall mean, with respect to any Accepted Notes, Prudential\nand\/or the Prudential Affiliate(s) which are purchasing such Accepted Notes.\n\n     \"REQUEST FOR PURCHASE\" shall have the meaning specified in paragraph\n2B(3).\n\n     \"REQUIRED HOLDER(S)\" shall mean the holder or holders of at least 66 % of\nthe aggregate principal amount of the Notes or of a Series of Notes, as the\ncontext may require, from time to time outstanding and, if no Notes are\noutstanding, shall mean Prudential.\n\n     \"RESCHEDULED CLOSING DAY\" shall have the meaning specified in paragraph\n2B(7).\n\n     \"RESTRICTED PAYMENTS\" shall have the meaning specified in paragraph 6D.\n\n     \"SECURITIES ACT\" shall mean the Securities Act of 1933, as amended.\n\n     \"SERIES\" shall have the meaning specified in paragraph 1.\n\n     \"SIGNIFICANT HOLDER\" shall mean (i) Prudential or any Prudential\nAffiliate, so long as Prudential or any Prudential Affiliate shall hold any\nNote or the Issuance Period has not terminated or (ii) any other holder of at\nleast 10% of the aggregate principal amount of the Notes of any Series from to\ntime outstanding.\n\n     \"SIGNIFICANT SUBSIDIARY\" shall mean any direct or indirect Subsidiary of\neither Company, the net worth of which is, on the date of determination, 5% or\nmore of Parent's Consolidated Tangible Net Worth.\n\n     \"SUBSIDIARY\" shall mean, as to a Company, any company, whether operating\nas a corporation, joint venture, partnership or other entity, in which in\nexcess of 50% of the ordinary voting power ownership, except director's quali-\nfying shares in the case of a corporation, is, at the time as of which any\ndetermination is being made, owned by such Company, either directly or through\nSubsidiaries.\n\n     \"THIRD PARTY\" shall mean any Person other than Parent and its\nSubsidiaries.\n\n     \"TRANSFEREE\" shall mean any Institutional Investor that is the direct or\nindirect transferee of all or any part of any Note purchased under this\nAgreement.\n\n     \"VOTING STOCK\" shall mean, with respect to any corporation, any shares of\nstock of such corporation whose holders are entitled under ordinary\ncircumstances to vote for the election of directors of such corporation\n(irrespective of whether at the time stock of any other class or classes shall\nhave or might have voting power by reason of the happening of any contingency).\n\n     10C.        ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS.  All\nreferences in this Agreement to \"generally accepted accounting principles\" and\n\"GAAP\" shall be deemed to refer to generally accepted accounting principles in\neffect in the United States at the time of application thereof.  Unless\notherwise specified herein, all accounting terms used herein shall be\ninterpreted, all determinations with respect to accounting matters hereunder\nshall be made, and all unaudited financial statements and certificates and\nreports as to financial matters required to be furnished hereunder shall be\nprepared, in accordance with generally accepted accounting principles, applied\non a basis consistent with the most recent audited consolidated financial\nstatements of the Company and its Subsidiaries delivered pursuant to clause\n(ii) of paragraph 5A or, if no such statements have been so delivered, the most\nrecent audited financial statements referred to in clause (i) of paragraph 8B.\n\n     11.         MISCELLANEOUS.\n\n     11A.        NOTE PAYMENTS.  The Companies jointly and severally agree\nthat, so long as any Purchaser shall hold any Note, they will make payments of\nprincipal of, interest on, and any Yield-Maintenance Amount payable with\nrespect to, such Note, which comply with the terms of this Agreement, by wire\ntransfer of immediately available funds for credit on the date due to the\naccount or accounts of such Purchaser specified in the purchaser schedule\nattached to the applicable Confirmation of Acceptance with respect to such Note\nor such other account or accounts in the United States as such Purchaser may\nfrom time to time designate in writing, notwithstanding any contrary provision\nherein or in any Note with respect to the place of payment.  Each Purchaser\nagrees that, before disposing of any Note, it will make a notation thereon (or\non a schedule attached thereto) of all principal payments previously made\nthereon and of the date to which interest thereon has been paid.  The Companies\nagree to afford the benefits of this paragraph 11A to any Transferee which\nshall have made the same agreement as the Purchasers have made in this\nparagraph 11A.\n\n     11B.        EXPENSES.  The Companies jointly and severally agree, whether\nor not the transactions contemplated hereby shall be consummated, to pay, and\nsave Prudential, each Purchaser and any Transferee harmless against liability\nfor the payment of, all out-of-pocket expenses arising in connection with such\ntransactions, including (i) all document production and duplication charges and\nthe fees and expenses of any special counsel engaged by the Purchasers or any\nTransferee in connection with this Agreement, the transactions contemplated\nhereby and any subsequent proposed modification of, or proposed consent under,\nthis Agreement, whether or not such proposed modification shall be effected or\nproposed consent granted, and (ii) the reasonable costs and expenses, including\nattorneys' fees, incurred by any Purchaser or any Transferee in enforcing any\nrights under this Agreement or the Notes or in responding to any subpoena or\nother legal process or informal investigative demand issued in connection with\nthis Agreement or the transactions contemplated hereby or by reason of any\nPurchaser's or any Transferee's having acquired any Note, including without\nlimitation costs and expenses incurred in any bankruptcy case.  The obligations\nof the Companies under this paragraph 11B shall survive the transfer of any\nNote or portion thereof or interest therein by any Purchaser or any Transferee\nand the payment of any Note.\n\n     11C.        CONSENT TO AMENDMENTS.  This Agreement may be amended, and the\nCompanies  may take any action herein prohibited, or omit to perform any act\nherein required to be performed by them, if the Companies shall obtain the\nwritten consent to such amendment, action or omission to act, of the Required\nHolder(s) of the Notes of each Series except that, (i) with the written consent\nof the holders of all Notes of a particular Series, and if an Event of Default\nshall have occurred and be continuing, of the holders of all Notes of all\nSeries, at the time outstanding (and not without such written consents), the\nNotes of such Series may be amended or the provisions thereof waived to change\nthe maturity thereof, to change or affect the principal thereof, or to change\nor affect the rate or time of payment of interest on or any Yield-Maintenance\nAmount payable with respect to the Notes of such Series, (ii) without the\nwritten consent of the holder or holders of all Notes at the time outstanding,\nno amendment to or waiver of the provisions of this Agreement shall change or\naffect the provisions of paragraph 7A or this paragraph 11C insofar as such\nprovisions relate to proportions of the principal amount of the Notes of any\nSeries, or the rights of any individual holder of Notes, required with respect\nto any declaration of Notes to be due and payable or with respect to any\nconsent, amendment, waiver or declaration, (iii) with the written consent of\nPrudential (and not without the written consent of Prudential) the provisions\nof paragraph 2B may be amended or waived (except insofar as any such amendment\nor waiver would affect any rights or obligations with respect to the purchase\nand sale of Notes which shall have become Accepted Notes prior to such amend-\nment or waiver), and (iv) with the written consent of all of the Purchasers\nwhich shall have become obligated to purchase Accepted Notes of any Series\n(and not without the written consent of all such Purchasers), any of the provi-\nsions of paragraphs 2B and 3 may be amended or waived insofar as such amendment\nor waiver would affect only rights or obligations with respect to the purchase\nand sale of the Accepted Notes of such Series or the terms and provisions of\nsuch Accepted Notes.  Each holder of any Note at the time or thereafter out-\nstanding shall be bound by any consent authorized by this paragraph 11C,\nwhether or not such Note shall have been marked to indicate such consent, but\nany Notes issued thereafter may bear a notation referring to any such consent.\nNo course of dealing between the Companies and the holder of any Note nor any\ndelay in exercising any rights hereunder or under any Note shall operate as a\nwaiver of any rights of any holder of such Note.  As used herein and in the\nNotes, the term \"THIS AGREEMENT\" and references thereto shall mean this\nAgreement as it may from time to time be amended or supplemented.\n\n     11D.        FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; TRANSFER\nRESTRICTION.  The Notes are issuable as registered notes without coupons in\ndenominations of at least $2,500,000, except as may be necessary to reflect\nany principal amount not evenly divisible by $2,500,000.  The Parent shall keep\nat its principal office a register in which the Parent shall provide for the\nregistration of Notes and of transfers of Notes.  Upon surrender for regis-\ntration of transfer of any Note at the principal office of the Parent, the\nCompanies shall, at their expense, execute and deliver one or more new Notes of\nlike tenor and of a like aggregate principal amount, registered in the name of\nsuch transferee or transferees.  At the option of the holder of any Note, such\nNote may be exchanged for other Notes of like tenor and of any authorized\ndenominations, of a like aggregate principal amount, upon surrender of the Note\nto be exchanged at the principal office of the Parent.  Whenever any Notes are\nso surrendered for exchange, the Companies shall, at their expense, execute and\ndeliver the Notes which the holder making the exchange is entitled to receive.  \nEach prepayment of principal payable on each prepayment date upon each new Note\nissued upon any such transfer or exchange shall be in the same proportion to\nthe unpaid principal amount of such new Note as the prepayment of principal\npayable on such date on the Note surrendered for registration of transfer or\nexchange bore to the unpaid principal amount of such Note.  No reference need\nbe made in any such new Note to any prepayment or prepayments of principal\npreviously due and paid upon the Note surrendered for registration of transfer\nor exchange.  Every Note surrendered for registration of transfer or exchange\nshall be duly endorsed, or be accompanied by a written instrument of transfer\nduly executed, by the holder of such Note or such holder's attorney duly\nauthorized in writing.  Any Note or Notes issued in exchange for any Note or\nupon transfer thereof shall carry the rights to unpaid interest and interest\nto accrue which were carried by the Note so exchanged or transferred, so that\nneither gain nor loss of interest shall result from any such transfer or\nexchange.  Upon receipt of written notice from the holder of any Note of the\nloss, theft, destruction or mutilation of such Note and, in the case of any\nsuch loss, theft or destruction, upon receipt of such holder's unsecured\nindemnity agreement, or in the case of any such mutilation upon surrender and\ncancellation of such Note, the Companies will make and deliver a new Note, of\nlike tenor, in lieu of the lost, stolen, destroyed or mutilated Note.  Notwith-\nstanding anything to the contrary herein, each Purchaser agrees, and each sub-\nsequent holder of a Note or purchaser of a participation in a Note by its\nacceptance of an interest in a Note agrees, that no Note shall be transferred\nto any Person which is not an Institutional Investor without the prior consent\nof the Companies, such consent not to be unreasonably withheld.\n\n     11E.        PERSONS DEEMED OWNERS; PARTICIPATIONS.  Prior to due\npresentment for registration of transfer, the Companies may treat the Person in\nwhose name any Note is registered as the owner and holder of such Note for the\npurpose of receiving payment of principal of and premium, if any, and interest\non such Note and for all other purposes whatsoever, whether or not such Note\nshall be overdue, and the Companies shall not be affected by notice to the\ncontrary.  Subject to the preceding sentence, the holder of any Note may from\ntime to time grant participations in all or any part of such Note to any\nInstitutional Investor on such terms and conditions as may be determined by\nsuch holder in its sole and absolute discretion.\n\n     11F.        SURVIVAL OF REPRESENTATIONS AND WARRANTIES; JOINT AND SEVERAL\nOBLIGATIONS; ENTIRE AGREEMENT.  All representations and warranties contained\nherein or made in writing by or on behalf of the Companies in connection\nherewith shall survive the execution and delivery of this Agreement and the\nNotes, the transfer by you of any Note or portion thereof or interest therein\nand the payment of any Note, and may be relied upon by any Transferee,\nregardless of any investigation made at any time by or on behalf of you or any\nTransferee.  Subject to the preceding sentence, this Agreement and the Notes\nembody the entire agreement and understanding between the parties hereto with\nrespect to the subject matter hereof and supersede all prior agreements and\nunderstandings relating to the subject matter hereof.\n\n     All representations and warranties contained herein or made in writing by\nor on behalf of either Company in connection herewith, and all covenants and\nother agreements hereunder or under the Notes, are the joint and several\nobligations of the Parent and A&B-Hawaii, whether or not otherwise expressed as\nsuch.\n\n     11G.        SUCCESSORS AND ASSIGNS.  All covenants and other agreements in\nthis Agreement contained by or on behalf of either of the parties hereto shall\nbind and inure to the benefit of the respective successors and assigns of the\nparties hereto (including, without limitation, any Transferee) whether so\nexpressed or not.\n\n     11H.        INDEPENDENCE OF COVENANTS.  All covenants hereunder shall be\ngiven independent effect so that if a particular action or condition is\nprohibited by any one of such covenants, the fact that it would be permitted by\nan exception to, or otherwise be in compliance within the limitations of,\nanother covenant shall not (i) avoid the occurrence of a Default or Event of\nDefault if such action is taken or such condition exists or (ii) in any way\nprejudice an attempt by the holder of any Note to prohibit, through equitable\naction or otherwise the taking of any action by the Company or any Subsidiary\nwhich would result in a Default or Event of Default.\n\n     11I.        NOTICES.  All written communications provided for hereunder\n(other than communications provided for under paragraph 2B) shall be sent by\nfirst class mail or nationwide overnight delivery service (with charges\nprepaid) and (i) if to any Purchaser, addressed as specified for such communi-\ncations in the purchaser schedule attached to the applicable Confirmation of\nAcceptance or at such other address as any such Purchaser shall have specified\nto the Companies in writing, (ii) if to any other holder of any Note,\naddressed to it at such address as it shall have specified in writing to the\nCompanies or, if any such holder shall not have so specified an address, then\naddressed to such holder in care of the last holder of such Note which shall\nhave so specified an address to the Company and (iii) if to the Companies, \naddressed to the Parent at 822 Bishop Street, Honolulu, Hawaii 96813, \nAttention: Chief Financial Officer (with a copy to General Counsel) or at such\nother address as the Companies shall have specified to each holder of a Note in\nwriting, provided, however, that any such communication to the Companies may\n         --------  -------\nalso, at the option of the Person sending such communication, be delivered by\nany other means either to the Parent at its address specified above or to any\nAuthorized Officer of the Companies.  Any communication pursuant to paragraph\n2B shall be made by the method specified for such communication in paragraph\n2B, and shall be effective to create any rights or obligations under this\nAgreement only if, in the case of a telephone communication, an Authorized\nOfficer of the party conveying the information and of the party receiving the\ninformation are parties to the telephone call, and in the case of a telecopier\ncommunication, the communication is signed by an Authorized Officer of the\nparty conveying the information, addressed to the attention of an Authorized\nOfficer of the party receiving the information, and in fact received at the\ntelecopier terminal the number of which is listed for the party receiving the\ncommunication in the Information Schedule or at such other telecopier terminal\nas the party receiving the information shall have specified in writing to the\nparty sending such information.\n\n     Notices sent as aforesaid shall be deemed to have been given as of the\nreceipt date appearing on the receipt signed upon delivery of such notice.\n\n     11J.        DESCRIPTIVE HEADINGS.  The descriptive headings of the several\nparagraphs of this Agreement are inserted for convenience only and do not\nconstitute a part of this Agreement.\n\n     11K.        SATISFACTION REQUIREMENT.  If any agreement, certificate or\nother writing, or any action taken or to be taken, is, by the terms of this\nAgreement, required to be satisfactory to Prudential, any Purchaser or the\nRequired Holder(s), the determination of such satisfaction shall be made by\nPrudential, such Purchaser or the Required Holder(s), as the case may be, in\nthe sole and exclusive judgment (exercised in good faith) of the Person(s)\nmaking such determination.\n\n     11L.        GOVERNING LAW.  This Agreement shall be construed and enforced\nin accordance with, and the rights of the parties shall be governed by, the law\nof the State of California.\n\n     11M.        CHANGE IN ACCOUNTING PRINCIPLES.  Notwithstanding any changes\nin accounting principles from those used in the preparation of the financial\nstatements referred to in paragraph 5B(i) and (ii) hereafter occasioned by the\npromulgation of rules, regulations, pronouncements and opinions by or required\nby FASB, the method of calculating or determining financial covenants,\nstandards or terms found in paragraphs 6 and 10 hereof shall, at the request of\nthe Required Holders of the Notes, remain the same as if such changes had not\nbeen promulgated.\n\n     11N.        PAYMENTS DUE ON NON-BUSINESS DAYS.  Anything in this Agreement\nor the Notes to the contrary notwithstanding, any payment of principal of or\ninterest, or Yield-Maintenance Amount payable with respect to, any Note that is\ndue on a date other than a Business Day shall be made on the next succeeding\nBusiness Day.\n\n     11O.        SEVERABILITY.  Any provision of this Agreement which is\nprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,\nbe ineffective to the extent of such prohibition or unenforceability without\ninvalidating the remaining provisions hereof, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n     11P.        SEVERALTY OF OBLIGATIONS.  The sales of Notes to the\nPurchasers are to be several sales, and the obligations of Prudential and the\nPurchasers under this Agreement are several obligations.  No failure by\nPrudential or any Purchaser to perform its obligations under this Agreement\nshall relieve any other Purchaser or either of the Companies of any of its\nobligations hereunder, and neither Prudential nor any Purchaser shall be\nresponsible for the obligations of, or any action taken or omitted by, any\nother such Person hereunder.\n\n     11Q.        COUNTERPARTS.  This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n     11R.        BINDING AGREEMENT.\nWhen this Agreement is executed and delivered by the Companies and Prudential,\nit shall become a binding agreement between the Companies and Prudential.  This\nAgreement shall also inure to the benefit of each Purchaser which shall have\nexecuted and delivered a Confirmation of Acceptance, and each such Purchaser\nshall be bound by this Agreement to the extent provided in such Confirmation of\nAcceptance.\n\n                                   ALEXANDER & BALDWIN, INC.,\n                                      a Hawaii corporation\n\n                                   By: \/s\/ G. R. Rogers\n                                   Its: Vice President and\n                                        Chief Financial Officer\n\n\n                                   By: \/s\/ J. C. Couch\n                                   Its: Chairman, President and\n                                        Chief Executive Officer\n\n\n                                   A&B-HAWAII, INC.\n                                      a Hawaii corporation\n\n                                   By: \/s\/ G. R. Rogers\n                                   Its: Senior Vice President and\n                                        Chief Financial Officer\n\n\n                                   By: \/s\/ J. C. Couch\n                                   Its: Chairman and Chief\n                                        Executive Officer\n\n\n\n\n\nThe foregoing Agreement is\nhereby accepted as of the\ndate first above written.\n\nTHE PRUDENTIAL INSURANCE\n   COMPANY OF AMERICA\n\nBy \/s\/ Jeffrey L. Dickson\n     Vice President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6618,8598],"corporate_contracts_industries":[9445,9526],"corporate_contracts_types":[9560,9567],"class_list":["post-41213","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alexander---baldwin-inc","corporate_contracts_companies-prudential-financial-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-transportation__shipping","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41213","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41213"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41213"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41213"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41213"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}