{"id":41214,"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-matson-navigation-co-inc-and-the.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"private-shelf-agreement-matson-navigation-co-inc-and-the","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/private-shelf-agreement-matson-navigation-co-inc-and-the.html","title":{"rendered":"Private Shelf Agreement &#8211; Matson Navigation Co. Inc. and The Prudential Insurance Company of America"},"content":{"rendered":"<pre>__________________________________________________________________________\n\n__________________________________________________________________________\n\n\n\n\n\n\n\n                         MATSON NAVIGATION COMPANY, INC.\n\n\n\n                                  $50,000,000\n\n\n\n\n\n\n                            PRIVATE SHELF AGREEMENT\n\n\n\n\n                                 June 29, 2001\n\n\n\n\n\n\n__________________________________________________________________________\n\n__________________________________________________________________________\n\n\n\n                                                            \n                                                            \n\n                               TABLE OF CONTENTS\n\n\nSECTION                                                          PAGE NO.\n-------                                                          -------- \n\n1.    AUTHORIZATION OF ISSUE OF NOTES..................................1\n\n2A.   Intentionally Omitted............................................2\n2B.   Purchase and Sale of Notes.......................................2\n      2B(1).  Facility ................................................2\n      2B(2).  Issuance Period..........................................2\n      2B(3).  Request for Purchase.....................................2\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..............................5\n\n3.    CONDITIONS OF CLOSING............................................6\n3A.   Certain Documents................................................6\n3B.   Representations and Warranties; No Default.......................7\n3C.   Purchase Permitted by Applicable Laws............................7\n3D.   Payment of Fees..................................................7\n\n4.    PREPAYMENTS......................................................8\n4A.   Required Prepayments of Notes....................................8\n4B.   Optional Prepayment with Yield-Maintenance Amount................8\n4C.   Notice of Optional Prepayment....................................8\n4D.   Application of Prepayments.......................................8\n4E.   Retirement of Notes..............................................8\n\n5.    AFFIRMATIVE COVENANTS............................................9\n5A.   Financial Statements.............................................9\n5B.   Inspection of Property..........................................10\n5C.   Covenant to Secure Note Equally.................................10\n5D.   Information Required by Rule 144A...............................10\n5E.   Maintenance of Properties; Insurance............................11\n\n6.    NEGATIVE COVENANTS..............................................11\n6A.   Financial Covenants.............................................11\n      6A(1).  Working Capital Requirement.............................11\n      6A(2).  Net Worth Requirement...................................11\n      6A(3).  Fixed Charge Coverage Requirement.......................11\n6B.   Dividend and Investment Limitation..............................11\n6C.   Lien, Debt and Other Restrictions...............................11\n      6C(1).  Liens...................................................11\n      6C(2).  Funded Debt.............................................13\n      6C(3).  Merger..................................................13\n      6C(4).  Sale of Assets..........................................13\n      6C(5).  Sale of Stock and Debt of Subsidiaries..................14\n      6C(6).  Sale and Lease-Back.....................................14\n      6C(7).  Transactions with Affiliates and Subsidiaries...........14\n      6C(8).  Loans, Advances and Investments.........................14\n\n7.    EVENTS OF DEFAULT 15\n7A.   Acceleration....................................................15\n7B.   Rescission of Acceleration......................................18\n7C.   Notice of Acceleration or Rescission............................18\n7D.   Other Remedies..................................................18\n\n8.    REPRESENTATIONS, COVENANTS AND WARRANTIES.......................18\n8A.   Organization....................................................19\n8B.   Financial Statements............................................19\n8C.   Actions Pending.................................................19\n8D.   Outstanding Debt................................................20\n8E.   Title to Properties.............................................20\n8F.   Taxes...........................................................20\n8G.   Conflicting Agreements and Other Matters........................20\n8H.   Offering of the Notes...........................................20\n8I.   Regulation U, etc...............................................21\n8J.   ERISA...........................................................21\n8K.   Governmental Consent............................................21\n8L.   Holding Company and Investment Company Status...................21\n8M.   Possession of Franchises, Licenses, etc.........................22\n8N.   Environmental and Safety Matters................................22\n8O.   Hostile Tender Offers...........................................22\n8P.   Employee Relations..............................................22\n8Q.   Regulations and Legislation.....................................22\n8R.   Disclosure......................................................23\n\n9.    REPRESENTATIONS OF EACH PURCHASER...............................23\n9A.   Nature of Purchase..............................................23\n9B.   Source of Funds.................................................23\n\n10.   DEFINITIONS; ACCOUNTING MATTERS.................................23\n10A.  Yield Maintenance Terms.........................................23\n10B.  Other Terms.....................................................25\n10C.  Accounting Principles, Terms and Determinations.................32\n\n11.   MISCELLANEOUS...................................................33\n11A.  Note Payments...................................................33\n11B.  Expenses........................................................33\n11C.  Consent to Amendments...........................................33\n11D.  Form; Registration, Transfer and Exchange of Notes..............34\n11E.  Persons Deemed Owners, Participations...........................35\n11F.  Survival of Representations and Warranties; Entire Agreement....35\n11G.  Successors and Assigns..........................................35\n11H.  Independence of Covenants.......................................35\n11I.  Notices.........................................................36\n11J.  Descriptive Headings............................................36\n11K.  Satisfaction Requirement........................................36\n11L.  Governing Law...................................................36\n11M.  Payments Due on Non-Business Days...............................37\n11N.  Severability....................................................37\n11O.  Severalty of Obligations........................................37\n11P.  Counterparts....................................................37\n11Q.  Binding Agreement...............................................38\n\n\nSCHEDULES AND EXHIBITS\n----------------------\n\nInformation Schedule\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's General Counsel\nSchedule 8G --    Agreements Restricting Incurrence of Debt\n\n\n\n\n                       MATSON NAVIGATION COMPANY, INC.\n                              333 Market Street\n                       San Francisco, California  94120\n\n\n                                             As of June 29, 2001\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, Matson Navigation Company, Inc. (the \"Company\") hereby\nagrees with you as follows:\n\n     1.     AUTHORIZATION OF ISSUE OF NOTES.  The Company has authorized the\nissue of its senior promissory notes in the aggregate principal amount of\n$50,000,000, to be dated the date of issue thereof, to mature, in the case of\neach Note so issued, no more than twelve years from the date of original\nissuance, to have an average life, in the case of each Note so issued, of no\nmore than ten years, to bear interest on the unpaid balance thereof from the\ndate thereof at the rate per annum, and to have such other particular terms, as\nshall be set forth, in the case of each Note so issued, in the Confirmation of\nAcceptance with respect to such Note delivered pursuant to paragraph 2B(5), and\nto be substantially in the form of Exhibit A attached hereto. The terms \"NOTE\"\n                                   ---------\nand \"NOTES\" as used herein shall include each Note delivered pursuant to any\nprovision of this Agreement and each Note delivered in substitution or exchange\nfor any such Note pursuant to any such provision.  Notes which have (i) the\nsame final maturity, (ii) the same principal prepayment dates, (iii) the same\nprincipal prepayment amounts (as a percentage of the original principal amount\nof each Note), (iv) the same interest rate, (v) the same interest payment\nperiods and (vi) the same date of issuance (which, in the case of a Note issued\nin exchange for another Note, shall be deemed for these purposes the date on\nwhich such Note's ultimate predecessor Note was issued), are herein called a\n\"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 of\n                                       -----\nNotes purchased and sold pursuant to this Agreement prior to such time, and\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.  Notes may be issued and sold pursuant to this\nAgreement until the earlier of (i) the third anniversary of the date of this\nAgreement (or if such anniversary is not a Business Day, the Business Day next\npreceding such anniversary) and (ii) the thirtieth day after Prudential shall\nhave given to the Company, or the 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(3). REQUEST FOR PURCHASE.  The Company may from time to time during\nthe Issuance Period make requests for purchases of Notes (each such request\nbeing herein called a \"REQUEST FOR PURCHASE\").  Each Request for Purchase shall\nbe made to Prudential by telefacsimile or overnight delivery service, and shall\n(i) specify the aggregate principal amount of Notes covered thereby, which\nshall not be less than $5,000,000 and not be greater than the Available\nFacility Amount at the time such Request for Purchase is made, (ii) specify the\nprincipal amounts, final maturities, principal prepayment dates and amounts and\ninterest payment periods (monthly, quarterly or semiannual in arrears) of the\nNotes covered thereby, (iii) specify the use of proceeds of such Notes,\n(iv) specify the proposed day for the closing of the purchase and sale of such\nNotes, which shall be a Business Day during the Issuance Period not less than 5\nBusiness Days and not more than 30 Business Days after the making of such\nRequest for Purchase, (v) specify the number of the account and the name and\naddress of the depository institution to which the purchase price of such Notes\nis 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\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\nCompany 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 Company by telephone between 9:30 A.M. and 2:00 P.M. New York City local\ntime (or such later time as Prudential may elect) interest rate quotes for the\nseveral principal amounts, maturities, principal prepayment schedules, and\ninterest payment periods of Notes specified in such Request for Purchase.  Each\nquote shall represent the interest rate per annum payable on the outstanding\nprincipal balance of such Notes at which Prudential or a Prudential Affiliate\nwould be willing to purchase such Notes at 100% of the principal amount\nthereof.\n\n     2B(5). ACCEPTANCE.  Within five 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\"), the 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 the Company notifying\nPrudential by telephone or telefacsimile within the Acceptance Window that the\nCompany elects 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 the 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 Company agrees 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 Company,\nPrudential and each Prudential Affiliate which is to purchase any such Accepted\nNotes will execute a confirmation of such Acceptance substantially in the form\nof Exhibit C attached hereto (herein called a \"CONFIRMATION OF ACCEPTANCE\").\nIf the Company should fail to execute and return to Prudential within three\nBusiness Days following receipt thereof a Confirmation of Acceptance with\nrespect to any Accepted Notes, Prudential may at its election at any time prior\nto its receipt thereof cancel the closing with respect to such Accepted Notes\nby so notifying the Company in writing.\n\n     2B(6). MARKET DISRUPTION.  Notwithstanding the provisions of paragraph\n2B(5), if Prudential shall have provided interest rate quotes pursuant to\nparagraph 2B(4) and thereafter prior to the time an Acceptance with respect to\nsuch quotes shall have been notified to Prudential in accordance with paragraph\n2B(5) the domestic market for U.S. Treasury securities or derivatives shall\nhave closed or there shall have occurred a general suspension, material\nlimitation, or significant disruption of trading in securities generally on the\nNew York Stock Exchange or in the domestic market for U.S. Treasury securities\nor derivatives, then such interest rate quotes shall expire, and no purchase or\nsale of Notes hereunder shall be made based on such expired interest rate\nquotes.  If the Company thereafter notifies Prudential of the Acceptance of any\nsuch interest rate quotes, such Acceptance shall be ineffective for all\npurposes of this Agreement, and Prudential shall promptly notify the Company\nthat the provisions of this paragraph 2B(6) are applicable with respect to such\nAcceptance.\n\n     2B(7). FACILITY CLOSINGS.  Not later than 1:30 P.M. (New York City local\ntime) on the Closing Day for any Accepted Notes, the Company will deliver to\neach Purchaser listed in the Confirmation of Acceptance relating thereto at the\noffices of Prudential Capital Group the Accepted Notes to be purchased by such\nPurchaser in the form of one or more Notes in authorized denominations as such\nPurchaser may request for each Series of Accepted Notes to be purchased on the\nClosing Day, dated the Closing Day and registered in such Purchaser's name (or\nin the name of its nominee), against payment of the purchase price thereof by\ntransfer of immediately available funds for credit to the account specified by\nthe Company in the Request for Purchase of such Notes.  If the Company fails to\ntender to any Purchaser the Accepted Notes to be purchased by such Purchaser on\nthe scheduled Closing Day for such Accepted Notes as provided above in this\nparagraph 2B(7), or any of the conditions specified in paragraph 3 shall not\nhave been fulfilled by the time required on such scheduled Closing Day, the\nCompany shall, prior to 2:30 P.M., New York City local time, on such scheduled\nClosing Day notify Prudential (which notification shall be deemed received by\neach Purchaser) in writing whether (i) such closing is to be rescheduled (such\nrescheduled date to be a Business Day during the Issuance Period not less than\none Business Day and not more than 10 Business Days after such scheduled\nClosing Day (the \"RESCHEDULED CLOSING DAY\") and certify to Prudential (which\ncertification shall be for the benefit of each Purchaser) that the Company\nreasonably believes that it will be able to comply with the conditions set\nforth in paragraph 3 on such Rescheduled Closing Day and that the Company will\npay the Delayed Delivery Fee in accordance with paragraph 2B(8)(iii) or\n(ii) such closing is to be canceled.  In the event that the Company shall\nfail to give such notice referred to in the preceding sentence, Prudential\n(on behalf of each Purchaser) may at its election, at any time after 2:30\nP.M., New York City local time, on such scheduled Closing Day, notify the\nCompany in writing that such closing is to be canceled.  Notwithstanding\nanything to the contrary appearing in this Agreement, the Company may not elect\nto reschedule a closing with respect to any given Accepted Notes on more than\none occasion, unless Prudential shall have 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\nCompany and Prudential, the Company shall pay to Prudential in immediately\navailable funds a fee (herein called the \"Structuring Fee\") in the amount of\n$50,000.\n\n     2B(8)(ii).  ISSUANCE FEE.  The Company agrees to pay to each Purchaser in\nimmediately available funds a fee (herein called the \"ISSUANCE FEE\") on each\nClosing Day in an amount equal to 0.10% of the aggregate principal amount of\nNotes sold to such Purchaser on such Closing Day; provided that (a) no Issuance\nFee shall be due on any Closing Day occurring in 2001 and (b) if at least\n$20,000,000 in principal amount of Notes have been issued on or before\nSeptember 30, 2001, no Issuance Fee will be due on any Closing Day occurring\nprior to March 31, 2002.\n\n     2B(8)(iii). DELAYED DELIVERY FEE.  If the closing of the purchase\nand sale of any Accepted Note is delayed for any reason beyond the original\nClosing Day for such Accepted Note, the Company agrees to pay to Prudential (a)\non the Cancellation Date or actual closing date of such purchase and sale and\n(b) if earlier, the next Business Day following 90 days after the Acceptance\nDay for such Accepted Note and on each Business Day following 90 days after the\nprior payment hereunder, a fee (herein called the \"DELAYED DELIVERY FEE\")\ncalculated 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) to\nbut excluding the date of such payment; and \"PA\" means Principal Amount, i.e.,\nthe principal amount of the Accepted Note for which such calculation is being\nmade. In no case shall the Delayed Delivery Fee be less than zero.  Nothing\ncontained herein shall obligate any Purchaser to purchase any Accepted Note on\nany day other than the Closing Day for such Accepted Note, as the same may be\nrescheduled from time to time in compliance with paragraph 2B(7).\n\n     2B(8)(iv).  CANCELLATION FEE.  If the Company at any time notifies\nPrudential in writing that the Company is canceling the closing of the purchase\nand sale of any Accepted Note, or if Prudential notifies the Company in writing\nunder the circumstances set forth in the last sentence of paragraph 2B(5) or\nthe penultimate sentence of paragraph 2B(7) that the closing of the purchase\nand sale of such Accepted Note is to be canceled, or if the closing of the\npurchase and sale of such Accepted Note is not consummated on or prior to the\nlast day of the Issuance Period (the date of any such notification, or the last\nday of the Issuance Period, as the case may be, being herein called the\n\"CANCELLATION DATE\"), the Company agrees to pay to Prudential in immediately\navailable funds an amount (the \"CANCELLATION FEE\") calculated 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 Bridge\\Telerate (or, if such data for any reason\nceases to be available through Bridge\\Telerate, any publicly available source\nof similar market data).  Each price shall be based on a U.S. Treasury security\nhaving a par value of $100.00 and shall be rounded to the second decimal place.\nIn no case shall the Cancellation Fee be less than zero.\n\n     3.     CONDITIONS OF CLOSING.  On or before the date on which this\nAgreement is executed and delivered the Company shall (a) pay to Prudential the\nStructuring Fee referenced in paragraph 2B(8)(i) and (b) deliver to Prudential\nan amendment to the Note Agreement dated as of July 17, 1992, and the Guaranty\ndated as of March 19, 1999, in each case in form and content satisfactory to\nPrudential. The obligation of any Purchaser to purchase and pay for any Notes\nis subject to the satisfaction, on or before the Closing Day for such Notes, of\nthe 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 the Company authorizing the execution and delivery of\n     this Agreement and the issuance of the Notes, and of all documents\n     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 the Company certifying the names and true\n     signatures of the officers of the Company authorized to sign this\n     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 the Company.\n\n            (v)   A favorable opinion of the Company's general counsel (or such\n     other counsel designated by the Company and acceptable to the\n     Purchaser(s)) satisfactory to such Purchaser and substantially in the\n     form of Exhibit D  attached hereto and as to such other matters as\n     such Purchaser may reasonably request.  The Company hereby directs\n     each such counsel to deliver such opinion, agrees that the issuance\n     and sale of any Notes will constitute a reconfirmation of such\n     direction, and understands and agrees that each Purchaser receiving\n     such an opinion will and is hereby authorized to rely on such opinion.\n\n            (vi)  A good standing certificate for the Company from the\n     secretaries of state of Hawaii and California, in each case dated as\n     of a recent date and such other evidence of the status of each Company\n     as such Purchaser may reasonably request.\n\n            (vii) Additional documents or certificates with respect to legal\n     matters or corporate or other proceedings related to the transactions\n     contemplated hereby as may be reasonably requested by such Purchaser.\n\n     3B.    REPRESENTATIONS AND WARRANTIES; NO DEFAULT.  The representations\nand warranties contained in paragraph 8 shall be true on and as of such Closing\nDay, 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 the Company shall have delivered to such Purchaser an Officer's\nCertificate, dated such Closing Day, to both such effects.\n\n     3C.    PURCHASE PERMITTED BY APPLICABLE LAWS.  The purchase of and payment\nfor the Notes to be purchased by such Purchaser on the terms and conditions\nherein provided (including the use of the proceeds of such Notes by each\nCompany) shall not violate any applicable law or governmental regulation\n(including, without limitation, Section 5 of the Securities Act or Regulation\nT, U 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     3D.    PAYMENT OF FEES.  The Company shall have paid to Prudential or any\nother Purchaser any fees due it pursuant to or in connection with this\nAgreement, including the Structuring Fee due pursuant to paragraph 2B(8)(i),\nany Issuance Fee due pursuant to paragraph 2B(8)(ii) and any Delayed Delivery\nFee due pursuant to paragraph 2B(8)(iii).\n\n     4.     PREPAYMENTS.  The Notes shall be subject to required prepayment as\nand to the extent provided in paragraph 4A.  The Notes shall also be subject to\nprepayment under the circumstances set forth in paragraph 4B.  Any prepayment\nmade by the Company pursuant to any other provision of this paragraph 4 shall\nnot reduce or otherwise affect its obligation to make any required prepayment\nas specified in paragraph 4A.\n\n     4A.    REQUIRED PREPAYMENTS OF NOTES.  Each Series of Notes shall be\nsubject to the required prepayments, if any, set forth in the Notes of such\nSeries.\n\n     4B.    OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT.  The Notes of\neach Series shall be subject to prepayment, in whole at any time or from time\nto time in part (in integral multiples of $100,000 and in a minimum amount of\n$1,000,000), at the option of the Company, at 100% of the principal amount so\nprepaid plus interest thereon to the prepayment date and the Yield-Maintenance\nAmount, if any, with respect to each such Note.  Any partial prepayment of a\nSeries of the Notes pursuant to this paragraph 4B shall be applied in\nsatisfaction of required payments of principal in inverse order of their\nscheduled due dates.\n\n     4C.    NOTICE OF OPTIONAL PREPAYMENT. The Company shall give the holder of\neach Note of a Series to be prepaid pursuant to paragraph 4B irrevocable\nwritten notice of such prepayment not less than five Business Days prior to the\nprepayment date, specifying such prepayment date, the aggregate principal\namount of the Notes of such Series to be prepaid on such date, the principal\namount of the Notes of such Series held by such holder to be prepaid on that\ndate and that such prepayment is to be made pursuant to paragraph 4B.  Notice\nof prepayment having been given as aforesaid, the principal amount of the\nNotes 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. The 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 Company. \n\n     4D.    APPLICATION OF PREPAYMENTS.  In the case of each prepayment of less\nthan the entire unpaid principal amount of all outstanding Notes of any Series\npursuant to paragraph 4A or 4B, the amount to be prepaid shall be applied pro\nrata to all outstanding Notes of such Series (including, for the purpose of\nthis paragraph 4D only, all Notes prepaid or otherwise retired or purchased or\notherwise acquired by the Company or any of its Subsidiaries or Affiliates\nother than by prepayment pursuant to paragraph 4A or 4B) according to the\nrespective unpaid principal amounts thereof.\n\n     4E.    RETIREMENT OF NOTES.  The Company shall not, and shall not permit\nany of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole\nor in part prior to their stated final maturity (other than by prepayment\npursuant to paragraphs 4A or 4B, or upon acceleration of such final maturity\npursuant to paragraph 7A), or purchase or otherwise acquired, directly or\nindirectly, Notes of any Series held by any holder unless the Company or such\nSubsidiary or Affiliate shall have offered to prepay or otherwise retire or\npurchase or otherwise acquire, as the case may be, the same proportion of the\naggregate principal amount of Notes of such Series held by each other holder\nof 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 Company 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 Company covenants as\nfollows:\n\n     5A.    FINANCIAL STATEMENTS.  The Company covenants that it will deliver\nto each holder of the Notes in duplicate:\n\n            (i)   as soon as practicable and in any event within 60 days after\n     the end of each quarterly period (other than the last quarterly\n     period) in each fiscal year, consolidated statements of income and\n     cash flows of the Company and its Subsidiaries for the period from the\n     beginning of the current fiscal year to the end of such quarterly\n     period, and a consolidated balance sheet of the Company and its\n     Subsidiaries as at the end of such quarterly period, setting forth in\n     each case in comparative form figures for the corresponding period in\n     the preceding fiscal year, all in reasonable detail and certified by\n     an authorized financial officer of the Company, subject only to\n     changes resulting from year-end adjustments;\n\n            (ii)  as soon as practicable and in any event within 120 days\n     after the end of each fiscal year, consolidated statements of income\n     and cash flows of the Company and its Subsidiaries for such year and a\n     consolidated balance sheet of the Company and its Subsidiaries as at\n     the end of such year, setting forth in each case in comparative form\n     corresponding figures from the preceding annual audit, all in\n     reasonable detail and reasonably satisfactory in scope to the Required\n     Holder(s) and certified by independent public accountants of\n     recognized national standing whose opinion shall be unqualified and\n     otherwise satisfactory in scope and substance to the Required\n     Holder(s);\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 the Company's public stockholders and copies of all\n     registration statements (without exhibits) and all reports which are\n     filed with the Securities and Exchange Commission (or any governmental\n     body or agency succeeding to the functions of the Securities and\n     Exchange Commission);\n\n            (iv)  promptly upon receipt thereof, a copy of each other report\n     submitted to the Company or any of its Subsidiaries by independent\n     accountants in connection with any material annual, interim or special\n     audit made by them of the books of such Company or such Subsidiary;\n     and\n\n            (v)   with reasonable promptness, such other financial data\n     as any holder of Notes may reasonably request.\n\nTogether with each delivery of financial statements required by clauses (i) and\n(ii) above, the Company will deliver to each holder of Notes an Officers'\nCertificate (a) demonstrating (with computations in reasonable detail)\ncompliance with the covenants in paragraphs [6A(1), 6A(3), 6B, 6C(2), 6C(4)]\nand (b) stating that there exists no Default or Event of Default, or if any\nsuch Default or Event of Default exists, specifying the nature and period of\nexistence thereof and what action the Company proposes to take with respect\nthereto.\n\n     The Company also covenants that forthwith upon the chief executive\nofficer, chief financial officer, treasurer or controller obtaining actual\nknowledge of an Event of Default or Default, it will deliver to each holder of\nNotes an Officers' Certificate specifying the nature and period of existence\nthereof and what action the Company proposes to take with respect thereto.\n\n     5B.    INSPECTION OF PROPERTY. The Company covenants that it will permit\nany Person designated by any Significant Holder in writing, at such Significant\nHolder's expense, to visit and inspect any of the properties of the Company and\nits Subsidiaries, to examine their books and financial records and to make\ncopies thereof or extracts therefrom and to discuss their affairs, finances and\naccounts with the principal officers and the Company's independent certified\npublic accountants, all at such reasonable times and as often as such\nSignificant Holder may reasonably request; provided that a principal financial\nofficer of the Company shall have prior notice of, and may elect to be present\nduring, discussions with the Company's independent public accountants.\n\n     5C.    COVENANT TO SECURE NOTE EQUALLY. The Company covenants that, if it\nor any of its Subsidiaries shall create, assume or otherwise incur any Lien\nupon any of its property or assets, whether now owned or hereafter acquired,\nother than Liens permitted by the provisions of paragraph 6C(1) (unless prior\nwritten consent to the creation or assumption thereof shall have been obtained\npursuant to paragraph 11C), it will make or cause to be made effective\nprovision whereby the Notes will be secured by such Lien equally and ratably\nwith any obligation thereby secured so long as any such other obligation shall\nbe so secured.\n\n     5D.    INFORMATION REQUIRED BY RULE 144A.  The Company covenants that it\nwill, upon the request of the holder of any Note, provide such holder, and any\nqualified institutional buyer designated by such holder, such financial and\nother information as such holder may reasonably determine to be necessary in\norder to permit compliance with the information requirements of Rule 144A under\nthe Securities Act in connection with the resale of Notes, except at such times\nas the Company is subject to and in compliance with the reporting requirements\nof section 13 or 15(d) of the Exchange Act.  For the purpose of this paragraph\n5D, the term \"QUALIFIED INSTITUTIONAL BUYER\" shall have the meaning specified\nin Rule 144A under the Securities Act.\n\n     5E.    MAINTENANCE OF PROPERTIES; INSURANCE. The Company covenants that\nit 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.\n\n     6.     NEGATIVE COVENANTS.  During the Issuance Period and so long\nthereafter as any Note or amount due hereunder is outstanding and unpaid, the\nCompany covenants as follows:\n\n     6A.    FINANCIAL COVENANTS.  The Company will not permit:\n\n     6A(1). WORKING CAPITAL REQUIREMENT.  Consolidated Working Capital at any\ntime to be less than $1;\n\n     6A(2). NET WORTH REQUIREMENT.  Consolidated Net Worth at any time to be\nless than $250,000,000; or\n\n     6A(3). FIXED CHARGE COVERAGE REQUIREMENT. The Fixed Charge Coverage Ratio\nat any time to be less than 4.50 to 1.00.\n\n     6B.    DIVIDEND AND INVESTMENT LIMITATION. The Company covenants that it\nwill not pay or declare any dividend on any class of stock or make any other\ndistribution on account of any class of its stock, or redeem, purchase or\notherwise acquire, directly or indirectly, any shares of its stock or make any\nRestricted Investment (all of the foregoing being herein called \"Restricted\nPayments\") unless after giving effect to any proposed Restricted Payment (i)\nconsolidated Funded Debt of the Company and Subsidiaries does not exceed 50% of\nConsolidated Total Capital or (ii) the total of all Restricted Payments made\nduring the then current fiscal year of the Company does not exceed $10,000,000\nplus, if positive, 40% of Consolidated Net Earnings for the then current fiscal\nyear.  For purposes of clause (i) of the next preceding sentence, the amount of\nany Restricted Investments shall be excluded when calculating Consolidated\nTotal Capital.\n\n     6C.    LIEN, DEBT AND OTHER RESTRICTIONS.  The Company covenants that it\nwill not and will not permit any Subsidiary to:\n\n     6C(1). LIENS.  Create, assume or suffer to exist any Lien upon any of its\nproperty or assets, whether now owned or hereafter acquired (whether or not\nprovision is made for the equal and ratable securing of the Notes in accordance\nwith the provisions of paragraph 5C), except\n\n            (i)   Liens for taxes not yet due or which are being actively\n     contested in good faith by appropriate proceedings,\n\n            (ii)  Liens (other than Liens pursuant to ERISA) incidental to the\n     conduct of its business or the ownership of its property and assets which\n     were not incurred in connection with the borrowing of money or the\n     obtaining of advances or credit, and which do not in the aggregate\n     materially detract from the value of its property or assets or materially\n     impair the use thereof in the operation of its business,\n\n            (iii) Liens on property or assets of a Subsidiary securing\n     obligations of such Subsidiary to the Company or another Subsidiary,\n\n            (iv)  Liens on container(s) and equipment acquired subsequent to\n     December 31, 2000 (including Liens in connection with financing or\n     capitalized leases), securing Funded Debt of the Company or any Subsidiary\n     permitted by paragraph 6C(2); provided that any such Lien may arise at any\n     time after the date on which the encumbered container(s) or equipment were\n     acquired if such Lien relates to a cross border lease of such container(s)\n     or equipment where (A) the lease or financing agreement provides that in\n     the event of the bankruptcy or insolvency of the lessor, lessee, trustee\n     or other lease transaction party, a default or casualty, or any other type\n     of lease termination event (whether scheduled or otherwise), title to the\n     leased containers or equipment reverts to the Company or such Subsidiary,\n     (B) the aggregate amount of lease payments and consideration paid to\n     obtain reconveyance of title to the leased containers or equipment does\n     not exceed the original cost thereof, (C) no security interest, financing\n     statement or similar filings are made in the United States of America in\n     respect of the leased containers or equipment for the benefit of any\n     Person other than the Company or such Subsidiary and (D) prior to such\n     Lien becoming effective, the Company or such Subsidiary receives a legal\n     opinion of counsel to the lessor and trustee, if any, to the effect that\n     the agreements referred to in subclause (A) of this clause (iv) are valid\n     and legally binding agreements, enforceable against the lessor or trustee,\n     if any, in accordance with their respective terms,\n\n            (v)   Liens on Capital Assets acquired subsequent to December 31,\n     2000 (excluding any asset consisting of, or acquired with, insurance\n     proceeds received in connection with any asset owned on December 31, 2000)\n     securing Funded Debt of the Company and Subsidiaries permitted by clause\n     (iii) of paragraph 6C(2),\n\n            (vi)  Liens encumbering the Company's Capital Construction Fund to\n     the extent incurred in connection with Company's financing of obligations\n     constituting \"qualified withdrawals\" under regulations adopted by the\n     Maritime Administration under the Merchant Marine Act, 1936, as amended,\n     and\n\n            (vii) any Lien existing on any property of any Person at the time\n     it becomes a Subsidiary, or existing prior to the time of acquisition upon\n     any property acquired by the Company or any Subsidiary through purchase,\n     merger or consolidation or otherwise, whether or not assumed by the\n     Company or such Subsidiary; provided that (a) any such Lien shall not\n     encumber any other property of the Company or such Subsidiary, and (b) the\n     aggregate amount of Funded Debt secured by all such Liens is at all times\n     permitted by paragraph 6C(2);\n\n     6C(2). FUNDED DEBT.  Create, incur, assume or suffer to exist any Funded\nDebt, except\n\n            (i)   Funded Debt of any Subsidiary to the Company or another\n     Subsidiary,\n\n            (ii)  Funded Debt of Subsidiaries in an aggregate principal amount\n     at no time in excess of $25,000,000 (exclusive of Funded Debt permitted by\n     clause (i) or (iii) hereof),\n\n            (iii) Funded Debt of Subsidiaries described in clause (v) of\n     paragraph 6C(1) and Funded Debt of the Company; provided that the\n     aggregate principal amount thereof shall at no time exceed an amount equal\n     to 200% of Consolidated Net Worth at such time;\n\n     6C(3). MERGER.  Enter into any transaction of merger, consolidation\n     or other combination with any other Person; provided that\n\n            (i)   any Subsidiary may merge with the Company; provided that the\n     Company shall be the continuing or surviving corporation and no Default or\n     Event of Default will result therefrom,\n\n            (ii)  any Subsidiary may merge with another Subsidiary, and\n\n            (iii) the Company may merge, consolidate or combine with any other\n     corporation; provided that (a) immediately after such merger, consolida-\n     tion or combination, no Default or Event of Default shall exist and (b) if\n     the Company is not the continuing or surviving corporation, the successor\n     corporation shall be a solvent corporation organized under the laws of any\n     state of the United States of America and shall expressly assume in\n     writing all of the obligations of the Company under this Agreement,\n     including all covenants herein contained, and such successor or acquiring\n     corporation shall be substituted for the Company with the same effect as\n     if it had been named herein as a party hereto;\n\n     6C(4). SALE OF ASSETS.   Sell, lease or transfer or otherwise\ndispose of any Capital Asset to any Person, except that during any rolling\ntwelve-month period, the Company may sell or otherwise dispose of Capital\nAssets which constituted up to 10% of the total value of the assets of the\nCompany as of December 31, 2000, so long as (A) such Capital Assets sold\ncontributed less than 25% of the Consolidated Net Earnings in each of the three\nfiscal years immediately preceding any such sale and (B) such Capital Assets,\nwhen considered together with all other Capital Assets sold or otherwise\ndisposed of subsequent to December 31, 2000, do not constitute in excess of\n30% of the total value of the assets of the Company as of December 31, 2000;\n\n     6C(5). SALE OF STOCK AND DEBT OF SUBSIDIARIES.  Sell or\notherwise dispose of, or part with control of, any shares of stock or Debt of\nany Subsidiary, except to the Company or another  Subsidiary, and except that\nall shares of stock and Debt of any Subsidiary at the time owned by or owed to\nthe Company and all Subsidiaries may be sold as an entirety for a cash\nconsideration which represents their fair value (as determined in good faith by\nthe Board of Directors of the Company), at the time of sale of the shares of\nstock and Debt so sold, and provided that at the time of such sale, such\nSubsidiary shall not own, directly or indirectly, any shares of stock or Debt\nof any other Subsidiary (unless all of the shares of stock and Debt of such\nother Subsidiary owned, directly or indirectly, by the Company and all\nSubsidiaries are simultaneously being sold as permitted by this paragraph\n6C(5));\n\n     6C(6). SALE AND LEASE-BACK.  Enter into any arrangement with\nany lender or investor or to which such lender or investor is a party providing\nfor the leasing by the Company or any Subsidiary of real or personal property\nowned by the Company or any Subsidiary as of December 31, 2000 (including any\nsuch property acquired with insurance proceeds received in connection with any\nreal or personal property owned by the Company or any Subsidiary on such date),\nwhich has been or is to be sold or transferred by the Company or any Subsidiary\nto such lender or investor or to any Person to whom funds have been or are to\nbe advanced by such lender or investor on the security of such property or\nrental obligations of the Company or any Subsidiary;\n\n     6C(7). TRANSACTIONS WITH AFFILIATES AND STOCKHOLDERS.  Directly\nor indirectly, purchase, acquire or lease any property from, or sell, transfer\nor lease any property to, or otherwise deal with, in the ordinary course of\nbusiness or otherwise (i) any Affiliate, (ii) any Person owning, beneficially\nor of record, directly or indirectly, either individually or together with all\nother Persons to whom such Person is related by blood, adoption or marriage,\nstock of the Company or stock of any Person owning stock of the Company (of any\nclass having ordinary voting power for the election of directors) aggregating\n5% or more of such voting power or (iii) any Person related by blood, adoption\nor marriage to any Person described or coming within the provisions of clause\n(i) or (ii) of this paragraph 6C(7); provided that the Company and Subsidiaries\nmay enter into such transactions on terms no less favorable to the Company or\nSubsidiary than if no such relationship existed, including (subject in each\ncase to the limitations of paragraph 6B)) Restricted Payments and transactions\nof the Company involving the sale or purchase of shares of the Company's stock;\nor\n\n     6C(8). LOANS, ADVANCES AND INVESTMENTS.  Make or permit to remain\noutstanding any loan or advance to, or own, purchase or acquire any\nstock, obligations or securities of, or any other interest in, or make any\ncapital contribution to, any Person, except that the Company or any Subsidiary\nmay\n\n            (i)   make or permit to remain outstanding loans or advances to any\n     Subsidiary;\n\n            (ii)  own, purchase or acquire stock, obligations or securities of\n     a Subsidiary or of a Person which immediately after such purchase or\n     acquisition will be a Subsidiary;\n\n            (iii) acquire and own stock, obligations or securities received in\n     settlement of debt (created in the ordinary course of business) owing to\n     the Company or any Subsidiary,\n\n            (iv)  make investments in accordance with the resolutions of the\n     Board of Directors of the Company; provided that such resolutions\n     authorize only investments rated investment grade by Standard &amp; Poor's\n     Corporation, Moody's Investors Services, or any other nationally\n     recognized credit rating agency,\n\n            (v)   make Restricted Investments to the extent permitted by\n     paragraph 6B; and\n\n            (vi)  make other investments, loans and advances (other than\n     Restricted Investments which may be made only to the extent permitted by\n     paragraph 6B) which in aggregate (at original cost) do not exceed\n     $25,000,000.\n\nNotwithstanding the foregoing, amounts in the Capital Construction Fund may be\ninvested only as provided in clause (iv) above.\n\n     7.     EVENTS OF DEFAULT.\n\n     7A.    ACCELERATION.  If any of the following events shall occur and be\ncontinuing 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 Company defaults in the payment of any principal of, or\n     interest or Yield-Maintenance Amount on, any Note for more than two\n     Business Days after the same shall become due, either by the terms\n     thereof or otherwise as herein provided; or\n\n            (ii)  the Company or any Subsidiary defaults in any payment of\n     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 the\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 the Company or any Subsidiary) prior to\n     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     $5,000,000; or\n\n            (iii) any representation or warranty made by the Company herein\n     or by the Company or any of its officers in any writing furnished in\n     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 Company fails to perform or observe any agreement con-\n     tained in paragraphs 5C or 6 hereof; or\n\n            (v)   the Company or any Subsidiary fails to perform or observe any\n     other agreement, term or condition contained herein and such failure\n     shall not be remedied within 30 days after any officer of the Company\n     obtains actual knowledge thereof; or\n\n            (vi)  the Company or any Material Subsidiary makes an assignment\n     for the benefit of creditors or is generally not paying its debts as\n     such debts become due; or\n\n            (vii) any decree or order for relief in respect of the Company\n     or any Material Subsidiary is entered under any bankruptcy, reorgan-\n     ization, compromise, arrangement, insolvency, readjustment of debt,\n     dissolution, liquidation or similar law, whether now or hereafter in\n     effect (herein called the \"Bankruptcy Law\"), of any jurisdiction; or\n\n            (viii) the Company or any Material 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 the Company or any such Material Subsidiary, or of\n     any substantial part of the assets of the Company or any such Material\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 Material Subsidiary)\n     relating to the Company or any Material Subsidiary under the Bankrupt-\n     cy Law of any other jurisdiction; or\n\n            (ix)  any petition or application of the type described in clause\n     (viii) of this paragraph 7A is filed, or any such proceedings are\n     commenced, against the Company or any Material Subsidiary and the\n     Company or such Material Subsidiary by any act indicates its approval\n     thereof, consent thereto or acquiescence therein, or an order,\n     judgment or decree is entered appointing any such trustee, receiver,\n     custodian, liquidator or similar official, or approving the petition\n     in any such proceedings, and such order, judgment or decree remains\n     unstayed and in effect for more than 30 days; or\n\n            (x)   any order, judgment or decree is entered in any proceedings\n     against the Company decreeing the dissolution of the Company and such\n     order, judgment or decree remains unstayed and in effect for more than\n     60 days; or\n\n            (xi)  any order, judgment or decree is entered in any proceedings\n     against the Company or any Material Subsidiary decreeing a split-up of\n     the Company or such Material Subsidiary which requires the divestiture\n     of (A) assets representing a substantial part, or the stock of, or\n     other ownership interest in, a Material Subsidiary whose assets\n     represent a substantial part of the consolidated assets of the Company\n     or a Material Subsidiary or (B) assets or the stock of or other\n     ownership interest in a Subsidiary that has contributed a substantial\n     part of consolidated net income of the Company or a Material\n     Subsidiary for any of the three fiscal years then most recently ended,\n     and such order, judgment or decree remains unstayed and in effect for\n     more than 60 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 the Company or\n     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 $5,000,000, (d) the Company or any ERISA Affiliate shall\n     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) the\n     Company or any ERISA Affiliate withdraws from any Multiemployer Plan,\n     or (f) the 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 the Company\n     or any Subsidiary thereunder; and any such event or events described\n     in clauses (a) through (f) above, either individually or together with\n     any other such event or events, could reasonably be expected to have a\n     material adverse effect on the business or condition (financial or\n     otherwise) of the Company; or\n\n            (xiii) any judgment or decree in the amount of $5,000,000 or\n     more shall be entered against the Company or any of its Subsidiaries\n     that is not paid or fully covered (beyond any applicable deductibles)\n     by insurance and such judgment or decree shall not have been vacated,\n     discharged or stayed or bonded pending appeal within 60 days from the\n     entry thereof;\n\nthen (a) if such event is an Event of Default specified in clause (vii), (viii)\nor (ix) of this paragraph 7A with respect to the Company, all of the Notes at\nthe time outstanding shall automatically become immediately due and payable\ntogether with interest accrued thereon and the Yield-Maintenance Amount with\nrespect thereto, without presentment, demand, protest or notice of any kind,\nall of which are hereby waived by the Company, and (b) with respect to any\nevent constituting an Event of Default, the Required Holder(s) of any Series\nof Notes may at its or their option, by notice in writing to the Company,\ndeclare all of the Notes of such Series to be, and all of the Notes of such\nSeries shall thereupon be and become, immediately due and payable together with\ninterest accrued thereon and together with the Yield-Maintenance Amount, if\nany, with respect to each Note of such Series, without presentment, demand,\nprotest or other notice of any kind, all of which are hereby waived by the\nCompany.\n\n     7B.    RESCISSION OF ACCELERATION.  At any time after any or all of the\nNotes of a Series shall have been declared immediately due and payable pursuant\nto paragraph 7A, the Required Holder(s) of such Series may, by notice in\nwriting to the Company, rescind and annul such declaration and its consequences\nif (i) the Company shall have paid all overdue interest on the Notes of such\nSeries, the principal of and Yield-Maintenance Amount, if any, payable with\nrespect to any Notes of such Series which have become due otherwise than by\nreason of such declaration, and interest on such overdue interest and overdue\nprincipal and Yield-Maintenance Amount at the rate specified in the Notes of\nsuch Series, (ii) the Company shall not have paid any amounts which have become\ndue solely by reason of such declaration, (iii) all Events of Default and\nDefaults, other than non-payment of amounts which have become due solely by\nreason of such declaration, shall have been cured or waived pursuant to\nparagraph 11C, and (iv) no judgment or decree shall have been entered for the\npayment 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 be\ndeclared immediately due and payable pursuant to paragraph 7A or any such\ndeclaration shall be rescinded and annulled pursuant to paragraph 7B, the\nCompany shall forthwith give written notice thereof to the holder of each Note\nat 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.\nNo remedy conferred in this Agreement upon the holder of any Note is intended\nto be exclusive of any other remedy, and each and every such remedy shall be\ncumulative and shall be in addition to every other remedy conferred herein or\nnow or hereafter existing at law or in equity or by statute or otherwise.\n\n     8.     REPRESENTATIONS, COVENANTS AND WARRANTIES.  The Company\nrepresents, covenants and warrants as follows:\n\n     8A.    ORGANIZATION.  The Company and each Subsidiary is duly\norganized, validly existing and in good standing under the laws of the state of\nits organization. The Company and each Subsidiary has the full power and\nauthority to own its properties and to carry on its business as now being\nconducted.  The Company has full power, authority and right to execute and\ndeliver, and to perform and observe, the provisions of this Agreement and the\nNotes and to carry out the transactions contemplated hereby and thereby.  The\nexecution, delivery and performance of this Agreement and the Notes has been\nduly authorized by all necessary corporate and other action, and, when duly\nexecuted and delivered, will be the legal, valid and binding obligations of the\nCompany, enforceable against it in accordance with their respective terms.\n\n     8B.    FINANCIAL STATEMENTS.  The Company has furnished each\nPurchaser of any Accepted Notes with the following financial statements,\nidentified by a principal financial officer of the Company:  (i) consolidated\nbalance sheets of the Company and its Subsidiaries as of the last day in each\nof the five fiscal years of the Company most recently completed prior to the\ndate as of which this representation is made or repeated  (other than fiscal\nyears completed within 120 days prior to such date for which audited financial\nstatements have not been released) and consolidated statements of income,\nshareholders' equity and cash flows of the Company and its Subsidiaries for\neach such year, certified by an internationally recognized independent public\naccounting firm; and (ii) consolidated balance sheets of the Company and its\nSubsidiaries as at the end of the quarterly period (if any) most recently\ncompleted prior to such date and after the end of such fiscal year (other than\nquarterly periods completed within 60 days prior to such date for which\nfinancial statements have not been released) and the comparable quarterly\nperiod in the preceding fiscal year and consolidated statements of income,\nstockholders' equity and cash flows of the Company and its Subsidiaries for the\nperiods from the beginning of the fiscal years in which such quarterly periods\nare included to the end of such quarterly periods, in each case prepared by the\nCompany.  Such financial statements (including any related schedules and\/or\nnotes) are true and correct in all material respects (subject, as to interim\nstatements, to changes resulting from audits and year-end adjustments), have\nbeen prepared in accordance with GAAP consistently followed throughout the\nperiods involved and show all liabilities, direct and contingent, of the\nCompany and its Subsidiaries required to be shown in accordance with such\nprinciples.  The balance sheets fairly present the condition of the Company and\nits Subsidiaries as at the dates thereof, and the statements of income,\nshareholders' equity and cash flows fairly present the results of the\noperations and cash flows of the Company and its Subsidiaries for the periods\nindicated.  There has been no material adverse change in the business,\ncondition (financial or otherwise) or operations of the Company and its\nSubsidiaries taken as a whole since the end of the most recent fiscal year for\nwhich such audited financial statements have been furnished.\n\n     8C.    ACTIONS PENDING.  There is no action, suit, investigation or\nproceeding pending or, to the knowledge of the Company, threatened against the\nCompany or any Subsidiary or any properties or rights of the Company or any\nSubsidiary, 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\noperations of the Company and its Subsidiaries taken as a whole.\n\n     8D.    OUTSTANDING DEBT.  Neither the Company nor any Subsidiary\nhas any Funded Debt outstanding except as permitted by paragraph 6C(2).  There\nexists no default under the provisions of any instrument evidencing any Debt of\nthe Company or any Subsidiary or of any agreement relating thereto.\n\n     8E.    TITLE TO PROPERTIES. The Company has and each Subsidiary has\ngood and indefeasible title to its respective real properties (other than\nproperties which it leases) and good title to all of its other properties and\nassets, including the properties and assets reflected in the most recent\naudited balance sheet referred to in paragraph 8B (other than properties and\nassets disposed of in the ordinary course of business), subject to no Liens of\nany kind except Liens permitted by paragraph 6C(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 the\nCompany or any Subsidiary is a lessee, lessor, sublessee or sublessor.\n\n     8F.    TAXES.  The Company has and each Subsidiary has filed all Federal,\nstate and other income tax and informational returns which are required to be\nfiled by it. The Company and each such Subsidiary has paid all taxes as shown\non its returns and on all assessments received to the extent that such taxes\nhave become due, except such assessments as are being contested in good faith\nby appropriate proceedings for which adequate reserves have been established in\naccordance with GAAP.\n\n     8G.    CONFLICTING AGREEMENTS AND OTHER MATTERS.    Neither the execution\nnor delivery of this Agreement or the Notes, nor the offering, issuance and\nsale of the Notes, nor fulfillment of nor compliance with the terms and\nprovisions of this Agreement or the Notes will conflict with, or result in a\nbreach of the terms, conditions or provisions of, or constitute a default\nunder, or result in any violation of, or result in the creation of any Lien\nupon any of the properties or assets of the Company or any Subsidiary pursuant\nto, their respective articles or incorporation or bylaws (or other comparable\ngoverning documents, as applicable), any award of any arbitrator or any\nagreement, instrument, order, judgment, decree, statute, law, rule or\nregulation to which the Company or any Subsidiary is subject.  Neither the\nCompany nor any Subsidiary is a party to, or otherwise subject to any provision\ncontained in, any instrument evidencing any of their respective Debt, any\nagreement relating thereto or any other contract or agreement which restricts\nor otherwise limits the incurring of Debt pursuant hereto, except as set\nforth on Schedule 8G hereto.\n\n     8H.    OFFERING OF THE NOTES.  Neither the Company nor any agent\nacting on its behalf has, directly or indirectly, offered the Notes or any\nsimilar security of the Company for sale to, or solicited any offers to buy the\nNotes or any similar security of the Company from, or otherwise approached or\nnegotiated with respect thereto with, any Person or Persons other than\nPrudential and the Purchasers, and neither the Company nor any agent acting on\nits 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 to\nthe provisions of any securities or blue sky law of any applicable\njurisdiction.\n\n     8I.    REGULATION U, ETC.  None of the proceeds of the Notes will be used,\ndirectly or indirectly, for the purpose, whether immediate, incidental or\nultimate, of purchasing or carrying any \"margin stock\" (as defined in\nRegulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve\nSystem (herein called \"margin stock\")) or for the purpose of maintaining,\nreducing or retiring any indebtedness which was originally incurred to purchase\nor carry any stock that is currently a margin stock or for any other purpose\nwhich might constitute this transaction a \"purpose credit\" within the meaning\nof such Regulation U.  Neither the Company nor any agent acting on its behalf\nhas taken or will take any action which might cause this Agreement or the Notes\nto violate Regulation U, Regulation T or any other regulation of the Board of\nGovernors of the Federal Reserve System or to violate the Exchange Act, in each\ncase as in effect now or as the same may hereafter be in effect.\n\n     8J.    ERISA.  No accumulated funding deficiency (as defined in section\n302 of ERISA and section 412 of the Code), whether or not waived, exists\nwith respect to any Plan (other than a Multiemployer Plan).  No liability to\nthe PBGC has been or is expected by the Company or any ERISA Affiliate to be\nincurred with respect to any Plan (other than a Multiemployer Plan) by the\nCompany, any Subsidiary or any ERISA Affiliate which is or would be materially\nadverse to the business, condition (financial or otherwise) or operations of\nthe Company and its Subsidiaries taken as a whole.  Neither the Company, any of\nits Subsidiaries or any ERISA Affiliate has incurred or presently expects to\nincur any withdrawal liability under Title IV of ERISA with respect to any\nMultiemployer Plan which is or would be materially adverse to the Company and\nits Subsidiaries taken as a whole.  The execution and delivery of this\nAgreement and the issuance and sale of the Notes will be exempt from, or will\nnot involve any transaction which is subject to the prohibitions of, section\n406 of ERISA and will not involve any transaction in connection with which a\npenalty could be imposed under section 502(i) of ERISA or a tax could be\nimposed pursuant to section 4975 of the Code.  The representation by the\nCompany in the next preceding sentence is made in reliance upon and subject to\nthe accuracy of each Purchaser's representation in paragraph 9B.\n\n     8K.    GOVERNMENTAL CONSENT.  Neither the nature of the Company or any of\nits Subsidiaries, nor any of their respective businesses or properties, nor any\nrelationship between the Company or a Subsidiary and any other Person, nor any\ncircumstance in connection with the offering, issuance, sale or delivery of the\nNotes is such as to require any authorization, consent, approval, exemption or\nother action by, notice to or filing with any court, administrative or\ngovernmental body (other than routine filings after the date of closing with\nthe Securities and Exchange Commission and\/or state blue sky authorities) in\nconnection with (i) the execution and delivery of this Agreement, (ii) the\noffering, issuance, sale or delivery of the Notes or (iii) fulfillment of or\ncompliance with the terms and provisions of this Agreement and the Notes.\n\n     8L.    HOLDING COMPANY AND INVESTMENT COMPANY STATUS.  Except as\nset forth in the next succeeding sentence, neither the Company nor any of its\nSubsidiaries is a \"holding company,\" or a \"subsidiary company\" of a \"holding\ncompany,\" or an \"affiliate\" of a \"holding company\" or of a \"subsidiary\ncompany,\" or a \"public utility,\" within the meaning of the Public Utility\nHolding Company Act of 1935, as amended, or a \"Public utility\" within the\nmeaning of the Federal Power Act, as amended, or an \"investment company\" within\nthe meaning of the Investment Company Act of 1940, as amended, or an\n\"Investment adviser\" within the meaning of the Investment Advisers Act of 1940,\nas amended.  The Company's corporate parent (the \"PARENT\") is a \"holding\ncompany\" as such term is defined in the public Utility Holding Company Act of\n1935, as amended, but is exempt from all provisions of such Act, except section\n9(a)(2) thereof (relating to the acquisition of securities of a \"public-utility\ncompany\"), because (i) the Parent is incorporated in Hawaii, and substantially\nall of its utility operations are conducted in Hawaii and (ii) of the filing\nannually with the Securities and Exchange Commission of an exemption statement.\nOn each date as of which this representation is made or confirmed, the Parent\nhas on file with the Securities and Exchange Commission such an exemption\nstatement, which is in full force and effect.\n\n     8M.    POSSESSION OF FRANCHISES, LICENSES, ETC.  The Company and its\nSubsidiaries 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 judgment of the Company in any material\nrespect for the ownership, maintenance and operation of their business,\nproperties and assets, and neither the Company nor any of its Subsidiaries is\nin violation of any Material Rights in any material respect.  No event has\noccurred which permits, or after notice or lapse of time or both would permit,\nthe revocation or termination of any such Material Rights, or which materially\nand adversely affects the rights of the Company or its Subsidiaries thereunder.\n\n     8N.    ENVIRONMENTAL AND SAFETY MATTERS.  The Company and its\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\nCompany and its Subsidiaries taken as a whole.\n\n     8O.    HOSTILE TENDER OFFERS.  None of the proceeds of the sale of\nany Notes will be used to finance a Hostile Tender Offer.\n\n     8P.    EMPLOYEE RELATIONS.  Neither the 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,\ninvestigation or other proceeding involving alleged employment discrimination,\nunfair termination, employee safety or similar matters or, to the best\nknowledge of the Company, is any such event imminent or likely to occur except\nthose which, individually or in aggregate, could not reasonably be expected to\nhave a material adverse effect on the business, condition (financial or\notherwise) or operations of the Company and its Subsidiaries taken as a whole.\n\n     8Q.    REGULATIONS AND LEGISLATION.  To the best knowledge of the Company,\nno law, regulation, interpretation or legislation has been enacted or issued\nthat could reasonably be expected to have a material adverse effect on the\nbusiness, condition (financial or otherwise) or operations of the Company and\nits Subsidiaries taken as a whole.\n\n     8R.    DISCLOSURE.  Neither this Agreement nor any other document,\ncertificate or statement furnished to Prudential or any Purchaser by or on\nbehalf of the Company in connection herewith contains any untrue statement of a\nmaterial fact or omits to state a material fact necessary in order to make the\nstatements contained herein and therein not misleading.  There is no fact\npeculiar to the Company or any Subsidiary which materially adversely affects,\nor in the future may (so far as the Company can now foresee) materially\nadversely affect, the consolidated business, property, assets, prospects or\nfinancial condition of the Company and the Subsidiaries and which has not been\nset forth in this Agreement or in the other documents, certificates and\nstatements furnished to each Purchaser by or on behalf of the Company prior to\nthe date this representation is made or confirmed in connection with the\ntransactions contemplated hereby.\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.\n\n     9B.    SOURCE OF FUNDS.  At least one of the following statements is true\nregarding the source of funds being used by such Purchaser to pay the purchase\nprice of the Notes being purchased by such Purchaser hereunder: (i) the source\nis the \"insurance company general account\" of such Purchaser (as such term is\ndefined under Section V of the United States Department of Labor's Prohibited\nTransaction Class Exemption (\"PTCE\") 95-60), and as of the date of the purchase\nof the Notes such Purchaser satisfies all of the applicable requirements for\nrelief under Sections I and IV of PTCE 95-60 or (ii) the source is a separate\naccount maintained by such Purchaser in which no employee benefit plan, other\nthan employee benefit plans identified on a list which has been furnished by\nsuch Purchaser to the Company, participates to the extent of 10% or more or\n(iii) the source does not include assets of any employee benefit plan, other\nthan a plan exempt from the coverage of ERISA.  For the purpose of this\nparagraph 9B, the terms \"SEPARATE ACCOUNT\" and \"EMPLOYEE BENEFIT PLAN\" shall\nhave the respective 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 day\non which commercial banks in New York City or San Francisco, California are\nrequired 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 in the case of each Note of any Series\nunless the Confirmation of Acceptance with respect to the Notes of such Series\nspecifies a different Designated Spread in which case it shall mean, with\nrespect to each Note of such Series, the Designated Spread so specified.\n\n     \"DISCOUNTED VALUE\" shall mean, with respect to the Called Principal of any\nNote, the amount obtained by discounting all Remaining Scheduled Payments with\nrespect to such Called Principal from their respective scheduled due dates to\nthe Settlement Date with respect to such Called Principal, in accordance with\naccepted financial practice and at a discount factor (converted to reflect the\nperiodic basis on which interest on such Note is payable, if payable other than\non a semiannual basis) equal to the Reinvestment Yield with respect to such\nCalled 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 Bridge\\Telerate Service (or such other\ndisplay as may replace Page 678 on the Bridge\\Telerate Service) for actively\ntraded U.S. Treasury securities having a maturity equal to the Remaining\nAverage Life of such Called Principal as of such Settlement Date, or if such\nyields shall not be reported as of such time or the yields reported as of such\ntime shall not be ascertainable, (ii) the Treasury Constant Maturity Series\nyields reported, for the latest day for which such yields shall have been so\nreported as of the Business Day next preceding the Settlement Date with respect\nto such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or\nany comparable successor publication) for actively traded U.S. Treasury\nsecurities having a constant maturity equal to the Remaining Average Life of\nsuch Called Principal as of such Settlement Date.  Such implied yield shall be\ndetermined, if necessary, by (a) converting U.S. Treasury bill quotations to\nbond-equivalent yields in accordance with accepted financial practice and\n(b) interpolating linearly between yields reported for various maturities.\nThe Reinvestment Yield shall be rounded to the same number of decimal places\nas appears in the coupon of the applicable Note.\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     \"AFFILIATE\" shall mean any Person directly or indirectly controlling,\ncontrolled by, or under direct or indirect common control with, the Company,\nexcept a Subsidiary.  A Person shall be deemed to control another Person if\nsuch first Person possesses, directly or indirectly, the power to direct or\ncause the direction of the management and policies of such other Person,\nwhether through the ownership of voting securities, by contract or otherwise.\n\n     \"AGREEMENT\" shall have the meaning specified in paragraph 11C.\n\n     \"AUTHORIZED OFFICER\" shall mean (i) in the case of the Company, any\nofficer of the Company designated as an \"Authorized Officer\" in the Information\nSchedule or any officer of the Company designated as an \"Authorized Officer\"\nfor the purpose of this Agreement in a certificate executed by one of the\nCompany's Authorized Officers and (ii) in the case of Prudential, any officer\nof Prudential designated as its \"Authorized Officer\" in the Information\nSchedule or any officer of Prudential designated as its \"Authorized Officer\"\nfor the purpose of this Agreement in a certificate executed by one of its\nAuthorized Officers.  Any action taken under this Agreement on behalf of the\nCompany by any individual who on or after the date of this Agreement shall have\nbeen an Authorized Officer of the Company and whom Prudential in good faith\nbelieves to be an Authorized Officer of the Company at the time of such action\nshall be binding on the Company even though such individual shall have ceased\nto be an Authorized Officer of the Company, and any action taken under this\nAgreement on behalf of Prudential by any individual who on or after the date of\nthis Agreement shall have been an Authorized Officer of Prudential, and whom\nthe Company in good faith believe to be an Authorized Officer of Prudential at\nthe time of such action shall be binding on Prudential even though such\nindividual shall have ceased to be an Authorized 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     \"CAPITAL ASSETS\" shall mean all assets other than current assets, and\nshall not include any amounts in the Capital Construction Fund.\n\n     \"CAPITAL CONSTRUCTION FUND\" shall mean the fund established and maintained\nby Company in accordance with Section 607 of the Merchant Marine Act, 1936, as\namended.\n\n     \"CAPITALIZED LEASE OBLIGATION\" shall mean, with respect to any Person, any\nrental obligation of such Person which, under GAAP, is or will be required to\nbe 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, Compensation\nand Liability Act (42 U.S.C. Section 9601 et. seq.), as amended, and the\nregulations 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                                                --------\nCompany 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\nparagraph 2B(7), the Closing Day for such Accepted Note, for all purposes of\nthis Agreement except references to \"original Closing Day\" in paragraph\n2B(8)(iii), shall mean the Rescheduled Closing Day with respect to such\nAccepted 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 EBITDA\" shall mean, for any period, Consolidated Net\nEarnings for such period plus, to the extent deducted in the calculation\nthereof,  Consolidated Interest Expense, taxes, depreciation and amortization.\n\n     \"CONSOLIDATED INTEREST EXPENSE\" shall mean, for any period, the sum of all\namounts that would, in accordance with GAAP, be deducted in computing\nConsolidated Net Earnings for such period on account of interest, including\nwithout limitation, imputed interest in respect of Capitalized Lease\nObligations, fees in respect of letters of credit and bankers' acceptance\nfinancing and amortization of debt discount and expense.\n\n     \"CONSOLIDATED NET EARNINGS\" shall mean, for any period, the consolidated\nnet income of the Company and Subsidiaries as determined in accordance with\nGAAP.\n\n     \"CONSOLIDATED NET WORTH\" shall mean, as of the time of any determination,\nthe sum of (i) the par value (or value stated on the books of the Company) of\nthe capital stock of all classes of the Company, plus (or minus in the case of\na surplus deficit) (ii) the amount of the consolidated surplus, whether capital\nor earned, of the Company and its Subsidiaries.\n\n     \"CONSOLIDATED TANGIBLE NET WORTH\" shall mean, as of the time of any\ndetermination, Consolidated Net Worth minus the sum of treasury stock,\nunamortized debt discount and expense, goodwill, trademarks, trade names,\npatents, deferred charges and other intangible assets of the Company and\nSubsidiaries on a consolidated basis and any write-up of the value of any of\ntheir assets after December 31, 2000.\n\n     \"CONSOLIDATED TOTAL CAPITAL\" shall mean, as of the time of any\ndetermination, the sum of (i) consolidated Funded Debt of the Company and\nSubsidiaries, (ii) Consolidated Net Worth and (iii) Deferred Income Taxes.\n\n     \"CONSOLIDATED WORKING CAPITAL\" shall mean the excess of consolidated\ncurrent assets over consolidated current liabilities of the Company and\nSubsidiaries.\n\n     \"CURRENT DEBT\" shall mean any obligation for borrowed money (and any notes\npayable and drafts accepted representing extensions of credit whether or not\nrepresenting obligations for borrowed money) payable on demand or within a\nperiod of one year from the date of the creation thereof; provided that any\nobligation shall be treated as Funded Debt, regardless of its term, if such\nobligation is renewable pursuant to the terms thereof or of a revolving credit\nor similar agreement effective for more than one year after the date of the\ncreation of such obligation, or may be payable out of the proceeds of a\nrevolving credit or similar agreement effective for more than one year after\nthe date such agreement was entered into pursuant to the terms of such\nagreement.\n\n     \"DEBT\" shall mean Funded Debt and\/or Current Debt, as the case may be.\n\n     \"DEFERRED INCOME TAXES\" shall mean as of the time of any determination,\nthe liability for deferred income taxes of the Company and Subsidiaries on a\nconsolidated basis.\n\n     \"DELAYED DELIVERY FEE\" shall have the meaning specified in paragraph\n2B(8)(iii).\n\n     \"DESIGNATED EVENT\" shall mean any event (including any issuance or\ntransfer of equity securities or voting rights) which results in Alexander &amp; Baldwin, Inc. (i) ceasing to own 100% of the capital stock of the Company or\n(ii) no longer possessing the unrestricted ability to elect all members of the\nCompany's board of directors and in connection with which the Company or any\nSubsidiary incurs or guarantees any Debt.\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 1901 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     \"ERISA\" shall mean the Employment 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 the Company within the meaning of section\n414(b) of the Code, or any trade or business which is under common control with\nthe 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 7A,\nprovided that there has been satisfied any requirement in connection with such\nevent for the giving of notice, or the lapse of time, or the happening of any\nfurther condition, event or act, and \"DEFAULT\" shall mean any of such events,\nwhether or not any such requirement has been satisfied.\n\n     \"EXCHANGE ACT\" shall mean the Securities Exchange Act of 1934, as amended.\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     \"FIXED CHARGE COVERAGE RATIO\" shall mean (i) at the end of any fiscal\nquarter ending prior to the occurrence of a Designated Event and at the end of\nany fiscal quarter ending subsequent to the last fiscal quarter when clause\n(ii), below, is operative, the ratio of Consolidated EBITDA to Consolidated\nInterest Expense for the period of four consecutive fiscal quarters then most\nrecently ended, (ii) at the time of the occurrence of a Designated Event and\nthe end of each of the next three complete fiscal quarters ended subsequent\nto the occurrence of a Designated Event, the ratio of Pro Forma Consolidated\nEBITDA to Pro Forma Consolidated Interest Expense.\n\n     \"FUNDED DEBT\" shall mean and include, without duplication, (i) any\nobligation payable more than one year from the date of creation thereof, which\nis shown on the balance sheet as a liability in accordance with GAAP (including\nCapitalized Lease Obligations but excluding reserves for deferred income taxes\nand other reserves to the extent that such reserves do not constitute an\nobligation), (ii) endorsements (other than endorsements of negotiable\ninstruments for collection in the ordinary course of business), guarantees and\nother contractually incurred contingent liabilities (whether direct or\nindirect) in connection with the obligations of any Person, to the extent that\nsuch obligations are payable more than one year from the date of creation\nthereof (including all guarantees of Funded Debt of another Person) and (iii)\nobligations under any contract providing for the making of loans, advances or\ncapital contributions to any Person, or for the purchase of any property from\nany Person, in each case in order to enable such Person primarily to maintain\nworking capital, net worth or any other balance sheet condition or to pay\ndebts, dividends or expenses, to the extent that such obligations are payable\nmore than one year from the date of creation thereof.\n\n     \"GAAP\" shall have the meaning provided in paragraph 10C.\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     \"ISSUANCE PERIOD\" shall have the meaning specified in paragraph 2B(2).\n\n     \"LIEN\" shall mean any mortgage, pledge, security interest, encumbrance,\ndeposit arrangement, lien (statutory or otherwise) or charge of any kind\n(including any agreement to give any of the foregoing, any conditional sale or\nother title retention agreement, any lease in the nature thereof, and the\nfiling of or agreement to give any financing statement (exclusive of financing\nstatements field for precautionary purposes only) under the Uniform Commercial\nCode of any jurisdiction) or any other type of preferential arrangement for the\npurpose, or having the effect, of protecting a creditor against loss or\nsecuring the payment or performance of an obligation.\n\n     \"MARGIN STOCK\" shall have the meaning specified in paragraph 8I.\n\n     \"MATERIAL SUBSIDIARY\" shall mean any Subsidiary, the tangible net worth of\nwhich is, on the date of determination, 5% or more of Consolidated Tangible Net\nWorth.\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\nCompany by its Chief Executive Officer, Chief Financial Officer, President, one\nof its Vice Presidents or its Treasurer.\n\n     \"PBGC\" shall mean the Pension Benefit Guaranty Corporation, or any\nsuccessor or replacement entity thereto under ERISA.\n\n     \"PERSON\" shall mean and include an individual, a partnership, a joint\nventure, a corporation, a trust, a limited liability company, an unincorporated\norganization and a government 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     \"PRO FORMA CONSOLIDATED EBITDA\" shall mean (i) at the time of the\noccurrence of a Designated Event and after giving effect to any incurrence or\nrepayment of indebtedness in connection therewith, for the immediately\nsucceeding 365 day period, projected Consolidated EBITDA for such period as set\nforth in the most recent projections provided to the Company's Board of\nDirectors as constituted prior to the Designated Event (which projected\nConsolidated EBITDA shall be deemed to be 125% of Consolidated EBITDA for the\nmost recently completed fiscal year of the Company for which audited financial\nstatements have been delivered to the Note holders if the projected\nConsolidated EBITDA provided to the Board of Directors exceeds 125% of the\nConsolidated EBITDA derived from such audited statements), (ii) for the first\ncomplete fiscal quarter ended subsequent to the date of a Designated Event,\nConsolidated EBITDA for such fiscal quarter multiplied by four, (iii) for the\nsecond complete fiscal quarter ended subsequent to the date of a Designated\nEvent, Consolidated EBITDA for such fiscal quarter and the immediately\npreceding fiscal quarter multiplied by two and (iv) for the third complete\nfiscal quarter ended subsequent to the date of a Designated Event, Consolidated\nEBITDA for such fiscal quarter and the immediately preceding two fiscal\nquarters multiplied by 1.33. \n\n     \"PRO FORMA CONSOLIDATED INTEREST EXPENSE\" shall mean (i) at the time of\nthe occurrence of a Designated Event and after giving effect to any incurrence\nor repayment of indebtedness in connection therewith, for the immediately\nsucceeding 365 day period, Consolidated Interest Expense calculated on a pro\n                                                                         ---   \nforma basis assuming the consolidated indebtedness of the Company and\n-----\nSubsidiaries outstanding upon giving effect to the Designated Event was\noutstanding on each day of such 365 day period, (ii) for the first complete\nfiscal quarter ended subsequent to the date of a Designated Event, Consolidated\nInterest Expense for such fiscal quarter multiplied by four, (iii) for the\nsecond complete fiscal quarter ended subsequent to the date of a Designated\nEvent, Consolidated Interest Expense for such fiscal quarter and the\nimmediately preceding fiscal quarter multiplied by two and (iv) for the third\ncomplete fiscal quarter ended subsequent to the date of a Designated Event,\nConsolidated Interest Expense for such fiscal quarter and the immediately\npreceding two fiscal quarters multiplied by 1.33.  Pro Forma Consolidated\nInterest Expense shall include interest expense with respect to indebtedness\nguaranteed by the Company or any Subsidiary if the guaranty was entered into\nin connection with a Designated Event.\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     \"PRUDENTIAL\" shall mean The Prudential Insurance Company of America.\n     \"PRUDENTIAL AFFILIATE\" shall mean (i) any corporation or other entity\ncontrolling, controlled by, or under common control with, Prudential and (ii)\nany managed account or investment fund which is managed by Prudential or a\nPrudential Affiliate described in clause (i) of this definition.  For purposes\nof this definition the terms \"control\", \"controlling\" and \"controlled\" shall\nmean the ownership, directly or through subsidiaries, of a majority of a\ncorporation's or other Person's voting stock or equivalent voting securities or\ninterests.\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 51% 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 INVESTMENT\" shall mean any loan or advance to, or purchase of\nor investment in any stock, notes, obligations or securities or, or any other\ninterest in, or any capital contribution to, any Affiliate or any Person with\nany ownership interest in any Affiliate.\n\n     \"RESTRICTED PAYMENTS\" shall have the meaning specified in paragraph 6B.\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\ntime to time outstanding.\n\n     \"SUBSIDIARY\" shall mean any Person, all of the stock (or other equity\ninterests) of every class of which, except directors' qualifying or residency\nshares (or their equivalent) shall, at the time as of which any determination\nis being made, be owned by the Company either directly or through Subsidiaries.\n\n     \"TRANSFEREE\" shall mean any direct or indirect transferee of all or any\npart of any Note purchased under this Agreement.\n\n     10C.   ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS.  All references in\nthis Agreement to \"generally accepted accounting principles\" and \"GAAP\" shall\nbe deemed to refer to generally accepted accounting principles in effect in the\nUnited States at the time of application thereof.  Unless otherwise specified\nherein, all accounting terms used herein shall be interpreted, all\ndeterminations with respect to accounting matters hereunder shall be made, and\nall unaudited financial statements and certificates and reports as to financial\nmatters required to be furnished hereunder shall be prepared, in accordance\nwith generally accepted accounting principles, applied on a basis consistent\nwith the most recent audited consolidated financial statements of the Company\nand its Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if\nno such statements have been so delivered, the most recent audited financial\nstatements referred to in clause (i) of paragraph 8B.\n\n     11.    MISCELLANEOUS.\n\n     11A.   NOTE PAYMENTS.  The Company agrees that, so long as any Purchaser\nshall hold any Note, it will make payments of principal of, interest on, and\nany Yield-Maintenance Amount payable with respect to, such Note, which comply\nwith the terms of this Agreement, by wire transfer of immediately available\nfunds for credit on the date due to the account or accounts of such Purchaser\nspecified in the purchaser schedule attached to the applicable Confirmation of\nAcceptance with respect to such Note or such other account or accounts in the\nUnited States as such Purchaser may from time to time designate in writing,\nnotwithstanding any contrary provision herein or in any Note with respect to\nthe place of payment.  Each Purchaser agrees that, before disposing of any\nNote, it will make a notation thereon (or on a schedule attached thereto) of\nall principal payments previously made thereon and of the date to which\ninterest thereon has been paid.  The Company agrees to afford the benefits of\nthis paragraph 11A to any Transferee which shall have made the same agreement\nas the Purchasers have made in this paragraph 11A.\n\n     11B.   EXPENSES.  The Company agrees, whether or not the transactions\ncontemplated hereby shall be consummated, to pay, and save Prudential, each\nPurchaser and any Transferee harmless against liability for the payment of, all\nout-of-pocket expenses arising in connection with such transactions, including\n(i) all document production and duplication charges and the fees and expenses\nof any special counsel engaged by the Purchasers or any Transferee in\nconnection with this Agreement, the transactions contemplated hereby and any\nsubsequent proposed modification of, or proposed consent under, this Agreement,\nwhether or not such proposed modification shall be effected or proposed consent\ngranted, and (ii) the reasonable costs and expenses, including attorneys' fees,\nincurred by any Purchaser or any Transferee in enforcing any rights under this\nAgreement or the Notes or in responding to any subpoena or other legal process\nor informal investigative demand issued in connection with this Agreement or\nthe transactions contemplated hereby or by reason of any Purchaser's or any\nTransferee's having acquired any Note, including without limitation costs and\nexpenses incurred in any bankruptcy case.  The obligations of the Company under\nthis paragraph 11B shall survive the transfer of any Note or portion thereof or\ninterest therein by any Purchaser or any Transferee and the payment of any\nNote.  Notwithstanding the foregoing, the Company shall have no reimbursement\nobligation for any fees, costs or expenses incurred through the date of this\nAgreement.\n\n     11C.   CONSENT TO AMENDMENTS.  This Agreement may be amended, and the\nCompany may take any action herein prohibited, or omit to perform any act\nherein required to be performed by it, if the Company shall obtain the written\nconsent to such amendment, action or omission to act, of the Required Holder(s)\nof the Notes of each Series except that, (i) with the written consent of the\nholders of all Notes of a particular Series, and if an Event of Default shall\nhave occurred and be continuing, of the holders of all Notes of all Series, at\nthe time outstanding (and not without such written consents), the Notes of such\nSeries may be amended or the provisions thereof waived to change the maturity\nthereof, to change or affect the principal thereof, or to change or affect the\nrate or time of payment of interest on or any Yield-Maintenance Amount payable\nwith respect to the Notes of such Series, (ii) without the written consent of\nthe holder or holders of all Notes at the time outstanding, no amendment to or\nwaiver of the provisions of this Agreement shall change or affect the\nprovisions of paragraph 7A or this paragraph 11C insofar as such provisions\nrelate to proportions of the principal amount of the Notes of any Series, or\nthe rights of any individual holder of Notes, required with respect to any\ndeclaration of Notes to be due and payable or with respect to any consent,\namendment, waiver or declaration, (iii) with the written consent of Prudential\n(and not without the written consent of Prudential) the provisions of paragraph\n2B may be amended or waived (except insofar as any such amendment or waiver\nwould affect any rights or obligations with respect to the purchase and sale of\nNotes which shall have become Accepted Notes prior to such amendment or\nwaiver), and (iv) with the written consent of all of the Purchasers which shall\nhave become obligated to purchase Accepted Notes of any Series (and not without\nthe written consent of all such Purchasers), any of the provisions of\nparagraphs 2B and 3 may be amended or waived insofar as such amendment or\nwaiver would affect only rights or obligations with respect to the purchase and\nsale of the Accepted Notes of such Series or the terms and provisions of such\nAccepted Notes.  Each holder of any Note at the time or thereafter outstanding\nshall be bound by any consent authorized by this paragraph 11C, whether or not\nsuch Note shall have been marked to indicate such consent, but any Notes issued\nthereafter may bear a notation referring to any such consent.  No course of\ndealing between the Company and the holder of any Note nor any delay in\nexercising any rights hereunder or under any Note shall operate as a waiver of\nany rights of any holder of such Note.  As used herein and in the Notes, the\nterm \"THIS AGREEMENT\" and references thereto shall mean this Agreement as it\nmay from time to time be amended or supplemented.\n\n     11D.   FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.  The Notes are\nissuable as registered notes without coupons in denominations of at least\n$1,000,000, except as may be necessary to reflect any principal amount not\nevenly divisible by $1,000,000.  The Company shall keep at its principal office\na register in which the Company shall provide for the registration of Notes and\nof transfers of Notes.  Upon surrender for registration of transfer of any Note\nat the principal office of the Company, the Company shall, at its expense,\nexecute and deliver one or more new Notes of like tenor and of a like aggregate\nprincipal amount, registered in the name of such transferee or transferees.  At\nthe option of the holder of any Note, such Note may be exchanged for other\nNotes of like tenor and of any authorized denominations, of a like aggregate\nprincipal amount, upon surrender of the Note to be exchanged at the principal\noffice of the Company.  Whenever any Notes are so surrendered for exchange, the\nCompany shall, at its expense, execute and deliver the Notes which the holder\nmaking the exchange is entitled to receive.  Each prepayment of principal\npayable on each prepayment date upon each new Note issued upon any such\ntransfer or exchange shall be in the same proportion to the unpaid principal\namount of such new Note as the prepayment of principal payable on such date on\nthe Note surrendered for registration of transfer or exchange bore to the\nunpaid principal amount of such Note.  No reference need be made in any such\nnew Note to any prepayment or prepayments of principal previously due and paid\nupon the Note surrendered for registration of transfer or exchange.  Every Note\nsurrendered for registration of transfer or exchange shall be duly endorsed, or\nbe accompanied by a written instrument of transfer duly executed, by the holder\nof such Note or such holder's attorney duly authorized in writing.  Any Note or\nNotes issued in exchange for any Note or upon transfer thereof shall carry the\nrights to unpaid interest and interest to accrue which were carried by the Note\nso exchanged or transferred, so that neither gain nor loss of interest shall\nresult from any such transfer or exchange.  Upon receipt of written notice from\nthe holder of any Note of the loss, theft, destruction or mutilation of such\nNote and, in the case of any such loss, theft or destruction, upon receipt of\nsuch holder's unsecured indemnity agreement, or in the case of any such\nmutilation upon surrender and cancellation of such Note, the Company will make\nand deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed\nor mutilated Note.\n\n     11E.   PERSONS DEEMED OWNERS; PARTICIPATIONS.  Prior to due presentment\nfor registration of transfer, the Company may treat the Person in whose name\nany Note is registered as the owner and holder of such Note for the purpose of\nreceiving payment of principal of and Yield Maintenance Amount, if any, and\ninterest on such Note and for all other purposes whatsoever, whether or not\nsuch Note shall be overdue, and the Company shall not be affected by notice to\nthe contrary.  Subject to the preceding sentence, the holder of any Note may\nfrom time to time grant participations in all or any part of such Note on such\nterms and conditions as may be determined by such holder in its sole and\nabsolute discretion.\n\n     11F.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.  All\nrepresentations and warranties contained herein or made in writing by or on\nbehalf of the Company in connection herewith shall survive the execution and\ndelivery of this Agreement and the Notes, the transfer of any Note or portion\nthereof or interest therein and the payment of any Note, and may be relied upon\nby any Transferee, regardless of any investigation made at any time by or on\nbehalf of any Purchaser or Transferee.  Subject to the preceding sentence, this\nAgreement and the Notes embody the entire agreement and understanding between\nthe parties hereto with respect to the subject matter hereof and supersede all\nprior agreements and understandings relating to the subject matter hereof.\n\n     11G.   SUCCESSORS AND ASSIGNS.  All covenants and other agreements in this\nAgreement contained by or on behalf of either of the parties hereto shall bind\nand 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 given\nindependent effect so that if a particular action or condition is prohibited by\nany one of such covenants, the fact that it would be permitted by an exception\nto, or otherwise be in compliance within the limitations of, another covenant\nshall not (i) avoid the occurrence of a Default or Event of Default if such\naction is taken or such condition exists or (ii) in any way prejudice an\nattempt by the holder of any Note to prohibit, through equitable action or\notherwise, the taking of any action by the Company or any Subsidiary which\nwould result in a Default or Event of Default.\n\n     11I.   NOTICES.  All written communications provided for hereunder (other\nthan communications provided for under paragraph 2B) shall be sent by first\nclass mail or nationwide overnight delivery service (with charges prepaid) and\n(i) if to any Purchaser, addressed as specified for such communications in the\npurchaser schedule attached to the applicable Confirmation of Acceptance or at\nsuch other address as any such Purchaser shall have specified to the Company in\nwriting, (ii) if to any other holder of any Note, addressed to it at such\naddress as it shall have specified in writing to the Company or, if any such\nholder shall not have so specified an address, then addressed to such holder in\ncare of the last holder of such Note which shall have so specified an address\nto the Company and (iii) if to the Company, addressed to it at 333 Market\nStreet, San Francisco, California  94120, Attention: Chief Financial Officer or\nat such other address as the Company shall have specified to each holder of a\nNote in writing, provided, however, that any such communication to the Company\nmay also, at the option of the Person sending such communication, be delivered\nby any other means either to the Company at its address specified above or to\nany Authorized Officer of the Company.  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\ntelefacsimile communication, the communication is signed by an Authorized\nOfficer of the party conveying the information, addressed to the attention of\nan Authorized Officer of the party receiving the information, and in fact\nreceived at the telefacsimile terminal the number of which is listed for the\nparty receiving the communication in the Information Schedule or at such other\ntelefacsimile terminal as the party receiving the information shall have\nspecified in writing to the party sending such information.\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 other\nwriting, 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 in\naccordance with, and the rights of the parties shall be governed by, the law of\nthe State of New York.\n\n\n     11M.   PAYMENTS DUE ON NON-BUSINESS DAYS.  Anything in this\nAgreement or the Notes to the contrary notwithstanding, any payment of\nprincipal of or interest, or Yield-Maintenance Amount payable with respect to,\nany Note that is due on a date other than a Business Day shall be made on the\nnext succeeding Business Day.\n\n     11N.   SEVERABILITY.  Any provision of this Agreement which is prohibited\nor unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective 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     11O.   SEVERALTY OF OBLIGATIONS.  The sales of Notes to the Purchasers are\nto be several sales, and the obligations of Prudential and the Purchasers under\nthis Agreement are several obligations.  No failure by Prudential or any\nPurchaser to perform its obligations under this Agreement shall relieve any\nother Purchaser or the Company of any of its obligations hereunder, and neither\nPrudential nor any Purchaser shall be responsible for the obligations of, or\nany action taken or omitted by, any other such Person hereunder.\n\n     11P.   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\n\n                     [Balance of Page Intentionally Left Blank.]\n\n\n\n     11Q.   BINDING AGREEMENT.  When this Agreement is executed and delivered\nby the Company and Prudential, it shall become a binding agreement between the\nCompany and Prudential.  This Agreement shall also inure to the benefit of each\nPurchaser which shall have executed and delivered a Confirmation of Acceptance,\nand each such Purchaser shall be bound by this Agreement to the extent provided\nin such Confirmation of Acceptance.\n\n                                   MATSON NAVIGATION COMPANY, INC.,\n                                   a Hawaii corporation\n\n\n                                   By:  \/s\/ M. J. Cox\n                                        ----------------------------\n                                   Its: SVP, CFO and Controller\n     \n\n                                   And by:  \/s\/ R. J. Donohue\n                                            ----------------------------\n                                   Its:     Senior Vice President\nThe foregoing Agreement is\nhereby accepted as of the\ndate first above written.\n\nTHE PRUDENTIAL INSURANCE\n   COMPANY OF AMERICA\n\n\nBy  \/s\/ Mitchell W. Reed\n    ----------------------------\n          Vice President\n\n\n\n                                                                    EXHIBIT A\n                                                                    ---------\n\n\n                        MATSON NAVIGATION COMPANY, INC.\n\n                             SERIES ___ SENIOR NOTE\n\n\nNo.\nORIGINAL PRINCIPAL AMOUNT:\nORIGINAL ISSUE DATE:\nINTEREST RATE:\nINTEREST PAYMENT DATES:\nFINAL MATURITY DATE:\nPRINCIPAL PREPAYMENT DATES AND AMOUNTS:\n\n\n     FOR VALUE RECEIVED, the undersigned, MATSON NAVIGATION COMPANY, INC.\n(herein called the \"Company\"), a corporation organized and existing under the\nlaws of the State of Hawaii, hereby promises to pay to _______________, or\nregistered assigns, the principal sum of ______________DOLLARS payable [on the\nPrincipal Prepayment Dates and in the amounts specified above, and] on the\nFinal Maturity Date specified above [in an amount equal to the unpaid balance\nof the principal amount hereof,] with interest (computed on the basis of a\n360-day year--30-day month) (a) on the unpaid balance thereof at the Interest\nRate per annum specified above, on each Interest Payment Date specified above\nand on the Final Maturity Date specified above, commencing with the Interest\nPayment Date next succeeding the date hereof, until the principal hereof shall\nhave become due and payable, and (b) on any overdue payment (including any\noverdue prepayment) of principal, any overdue payment of Yield-Maintenance\nAmount and any overdue payment of interest, payable on each Interest Payment\nDate as aforesaid (or, at the option of the registered holder hereof,\non demand), at a rate per annum from time to time equal to the greater of\n(i) 2% over the Interest Rate specified above or (ii) 2% over the rate of\ninterest publicly announced by The Bank of New York from time to time in New\nYork City as its Prime Rate.\n\n     Payments of principal, Yield-Maintenance Amount, if any, and interest are\nto be made at the main office of Bank of New York in New York City or at such\nother place as the holder hereof shall designate to the Company in writing, in\nlawful money of the United States of America.\n\n     This Note is one of a series of Senior Notes (herein called the \"Notes\")\nissued pursuant to a Private Shelf Agreement, dated as of June 29, 2001 (herein\ncalled the \"Agreement\"), between the Company, on the one hand, and The\nPrudential Insurance Company of America and each Prudential Affiliate (as\ndefined in the Agreement) which becomes party thereto, on the other hand, and\nis entitled to the benefits thereof.\n\n     This Note is subject to optional prepayment, in whole or from time to time\nin part, on the terms specified in the Agreement.\n\n     This Note is a registered Note and, as provided in the Agreement, upon\nsurrender of this Note for registration of transfer, duly endorsed, or\naccompanied by a written instrument of transfer duly executed, by the\nregistered holder hereof or such holder's attorney duly authorized in writing,\na new Note for the then outstanding principal amount will be issued to, and\nregistered in the name of, the transferee.  Prior to due presentment for\nregistration of transfer, the Company may treat the person in whose name this\nNote is registered as the owner hereof for the purpose of receiving payment and\nfor all other purposes, and the Company shall not be affected by any notice to\nthe contrary.\n\n     In case an Event of Default shall occur and be continuing, the principal\nof this Note may be declared or otherwise become due and payable in the manner\nand with the effect provided in the Agreement.\n\n     Capitalized terms used and not otherwise defined herein shall have the\nmeanings (if any) provided in the Agreement.\n\n     This Note shall be construed and enforced in accordance with the internal\nlaw of the State of California.\n\n                                        MATSON NAVIGATION COMPANY, INC.\n\n\n\n                                        By: \n                                        Title:                               \n\n\n\n\n                                                                    EXHIBIT B\n                                                                    ---------\n\n\n                         [FORM OF REQUEST FOR PURCHASE]\n\n\n                        MATSON NAVIGATION COMPANY, INC.\n\n\n     Reference is made to the Private Shelf Agreement (the \"Agreement\"), dated\nas of June 29, 2001 between Matson Navigation Company, Inc. (the \"Company\"), on\nthe one hand, and The Prudential Insurance Company of America and each\nPrudential Affiliate which becomes party thereto, on the other hand.\nCapitalized terms used and not otherwise defined herein shall have the\nrespective meanings specified in the Agreement.\n\n     Pursuant to paragraph 2B(3) of the Agreement, the Company hereby makes the\nfollowing Request for Purchase:\n\n     1. Aggregate principal amount of\n        the Notes covered hereby\n        (the \"Notes\")............$____________\n\n     2. Individual specifications of the Notes:\n\n                                    Principal\n                     Final          Prepayment       Interest\nPrincipal            Maturity       Dates and        Payment\nAmount1              Date2          Amounts2         Period\n---------            -----          --------         ------\n\n\n\n     3. Use of proceeds of the Notes:\n\n     4. Proposed day for the closing of the purchase and sale\n          of the Notes:\n\n     5. The purchase price of the Notes is to be transferred to:\n\n          Name, Address\n          and ABA Routing               Number of\n          Number of Bank                Account\n          --------------                -------\n\n\n\n     6. The Company certifies (a) that the representations and warranties\n        contained in paragraph 8 of the Agreement are true on and as of the\n        date of this Request for Purchase and (b) that there exists on the date\n        of this Request for Purchase no Event of Default or Default.\n\n     7. In connection with any rate quotes it may provide, Prudential should\n        assume a Designated Spread of ___%.\n\n\n\nDated:                             MATSON NAVIGATION COMPANY, INC.\n\n\n\n                                   By:                                     \n                                   Authorized Officer\n\n\n__________________________\n                    \n1    Minimum principal amount of $5,000,000.\n2    Maturity of not more than twelve years and average life of not more than\n     ten years.\n\n\n\n\n\n\n\n                                                                   EXHIBIT C\n                                                                   ---------\n\n                      [FORM OF CONFIRMATION OF ACCEPTANCE]\n\n\n                        MATSON NAVIGATION COMPANY, INC.\n\n\n     Reference is made to the Private Shelf Agreement (the \"Agreement\"), dated\nas of June 29, 2001 between Matson Navigation Company, Inc. (the \"Company\"), on\nthe one hand, and The Prudential Insurance Company of America (\"Prudential\")\nand each Prudential Affiliate which becomes party thereto, on the other hand.\nAll terms used herein that are defined in the Agreement have the respective\nmeanings specified in the Agreement.\n\n     Prudential or the Prudential Affiliate which is named below as a Purchaser\nof Notes hereby confirms the representations as to such Notes set forth in\nparagraph 9 of the Agreement, and agrees to be bound by the provisions of\nparagraphs 2B(5) and 2B(7) of the Agreement relating to the purchase and sale\nof such Notes and by the provisions of the penultimate sentence of paragraph\n11A of the Agreement.\n\n     Pursuant to paragraph 2B(5) of the Agreement, an Acceptance with respect\nto the following Accepted Notes is hereby confirmed:\n\nI. Accepted Notes:  Aggregate principal\n   amount $__________________\n\n   (A)    (a)  Name of Purchaser:\n          (b) Principal amount:\n          (c) Final maturity date:\n          (d) Principal prepayment dates and amounts:\n          (e) Interest rate:\n          (f) Interest payment period:\n          (g) Payment and notice instructions:  As set forth on attached\n              Purchaser Schedule\n          (h) Designated Spread: ____%\n\n     (B)  (a)  Name of Purchaser:\n          (b) Principal amount:\n          (c) Final maturity date:\n          (d) Principal prepayment dates and amounts:\n          (e) Interest rate:\n          (f) Interest payment period:\n          (g) Payment and notice instructions:  As set forth on attached\n              Purchaser Schedule\n          (h) Designated Spread: ____%\n\n     [(C), (D)... same information as above.]\n\nII. Closing Day:\n\n\nDated:                                  MATSON NAVIGATION COMPANY, INC.\n\n\n                                        By:                           \n                                        Title:                        \n\n\n\n                                        THE PRUDENTIAL INSURANCE\n                                                 COMPANY OF AMERICA\n\n\n\n                                        By:                           \n                                        Vice President\n\n\n                                        [PRUDENTIAL AFFILIATE(S)]\n\n\n\n\n                                                                   EXHIBIT D\n                                                                   ---------\n\n\n                 [FORM OF OPINION OF COMPANY'S GENERAL COUNSEL]\n\n\n                                                    [Date of Closing]\n\n[Each Purchaser]\nc\/o Prudential Capital Group\nFour Embarcadero Center\nSuite 2700\nSan Francisco, California  94111\n\nLadies and Gentlemen:\n\n     As the General Counsel of Matson Navigation Company, Inc., a Hawaii\ncorporation (the \"Company\"), I am familiar with the Private Shelf Agreement,\ndated as of June 29, 2001, between the Company, on the one hand, and The\nPrudential Insurance Company of America and each Prudential Affiliate which may\nbecome bound thereby, on the other hand (the \"Agreement\"), pursuant to which\nthe Company has issued to you today its ___% Series ___ Senior Notes in the\naggregate principal amount of $________ (the \"Notes\").  All capitalized terms\nused herein that are defined in the Agreement shall have, unless otherwise\ndefined herein, the respective meanings specified in the Agreement.  This\nletter is being delivered to you in satisfaction of the condition set forth in\nclause (v) of paragraph 3A of the Agreement and with the understanding that you\nare purchasing the Notes in reliance on the opinions expressed herein.\n\n     In this connection, I  have examined such certificates of public\nofficials, certificates of officers of the Company and copies certified to my\nsatisfaction of documents and records of the Company, and have made such other\ninvestigations, as I have deemed relevant and necessary as a basis for my\nopinion hereinafter set forth. I have relied upon such certificates of public\nofficials and of officers of the Company with respect to the accuracy of\nmaterial factual matters contained therein which I have not independently\nestablished.  With respect to the opinion expressed in paragraph 6 below, I\nhave also relied upon the representation made by [each of] you in paragraph\n9A of the Agreement.\n\n     Based on the foregoing, it is my opinion that:\n\n     1.   The Company is a corporation duly organized and validly existing in\ngood standing under the laws of the State of Hawaii, with the corporate power,\nauthority and legal right to conduct its business as presently conducted.\n\n     2.   The Company has the full corporate power, authority and legal right\nto execute and deliver the Agreement and the Notes and to perform and observe\nits obligations thereunder.\n\n     3.   The Agreement and the Notes have been duly authorized by all\nrequisite corporate action on the part of the Company and have been duly\nexecuted and delivered by authorized officers of the Company and constitute the\nlegal, valid and binding obligations of the Company, enforceable against the\nCompany in accordance with their respective terms.\n\n     4.   The execution and delivery of the Agreement and the Notes by the\nCompany do not, and the performance and observance of the terms thereof will\nnot, breach, conflict with or contravene any provisions in the articles of\nincorporation or by-laws of the Company or any provision of any material law or\nregulation applicable to the Company or its properties or other assets.\n\n     5.   The execution and delivery of the Agreement and the Notes do not, and\nthe performance and observance of the terms thereof will not, (A) conflict\nwith, (B) result in any breach of the terms, conditions or provisions of, (C)\nconstitute a default under or violation of, or (D) result in or permit the\ncreation or imposition of any Liens upon any of the properties or other assets\nof the Company pursuant to, any material order, judgment, decree, indenture,\nmortgage or any other material agreement or instrument known to me (inclusive\nof all agreements listed on Schedule 8G to the Agreement) to which the Company\nis a party or by which any of its properties or other assets are bound.\n\n     6.   The issuance, sale and delivery of the Notes to you is an exempt\ntransaction under the Securities Act of 1933, as amended, and does not require\nthe registration of the Notes under such Act, nor is qualification of an\nindenture in respect thereof required under the Trust Indenture Act of 1939, as\namended.\n\n     7.   The extension, arranging and obtaining of the credit represented by\nthe Notes does not result in any violation of Regulation U or X of the Board of\nGovernors of the Federal Reserve System.\n\n     8.   To the best of my knowledge after due inquiry, there is no action,\nsuit, investigation or proceeding pending or threatened against any Company or\nany of its Subsidiaries or any of their respective properties which could\nreasonably be expected to have a material adverse effect on the Company and its\nSubsidiaries taken as a whole\n\n     9.   The Company is a citizen of the United States within the meaning of\nthe Shipping Act, 1916, as amended.\n\n     10.  None of the Company or any of its Subsidiaries is a \"public utility\"\nwithin the meaning of the Federal Power Act, as amended, or 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.\nThe Company and its  Subsidiaries are an \"affiliate\" of a \"holding company\"\nwithin the meaning of the Public Utility Holding Company Act of 1935, as\namended, but are exempt from all provisions of the Public Utility Holding\nCompany Act of 1935, as amended, except section 9(a)(2) thereof.\n\n     The above opinions are subject to the following qualifications:\n\n          (i)   That the opinions concerning the enforceability of the rights\n                and remedies provided in any document against any particular\n                party are subject to any applicable bankruptcy, reorganization,\n                insolvency, arrangement, moratorium, fraudulent transfer, usury\n                or other similar laws affecting generally the enforcement of\n                creditors' rights from time to time in effect;\n\n          (ii)  That the opinions concerning the validity, binding effect and\n                enforceability of any document with respect to any party are\n                based on the assumption that such document constitutes or will\n                constitute a legal, valid and binding agreement of the other\n                parties thereto;\n\n          (iii) That with respect to the opinions concerning the enforceability\n                of any document, no opinion is expressed as to the specific\n                remedy any court, other governmental authority or arbitrator\n                may grant, impose or render;\n\n          (iv)  That the opinions concerning the enforceability of certain\n                remedies authorized or contained in any document may be limited\n                by general principles of equity (regardless of whether\n                enforceability is considered in a proceeding in equity or at\n                law); and\n\n          (v)   That the opinions concerning enforceability are subject to the\n                effect of court decisions and statutes which indicate that\n                provisions in the Agreement which permit you to take action or\n                make determinations may be subject to a requirement that such\n                actions be taken or such determinations be made on a reasonable\n                basis in good faith or that it be shown that such action is\n                reasonably necessary for your protection.\n\n     Except as specifically provided above, this opinion speaks as of the date\nhereof, and I have no responsibility to update this opinion for events of\ncircumstances occurring after the date hereof or as to facts relating to prior\nevents which are subsequently brought to my attention.  I shall not have any\nobligation or duty to advise you of any changes of law.  I am admitted to\npractice in the State of New York and, except with respect to the opinions\nrendered in paragraphs 1 through 3 hereof, this opinion is limited solely to\nthe present law of the States of New York  and the United States of America, to\npresent judicial interpretations thereof and to the facts as they currently\nexist.\n\n     This opinion is rendered solely in connection with the transaction\ndescribed herein and, without my express permission, may not be relied upon by\nany Person other than you and any Transferee.\n\n                                   Very truly yours,\n\n\n\n                              INFORMATION SCHEDULE\n\n                       Authorized Officers for Prudential\n                       ----------------------------------\n\nALLEN A. WEAVER                        STEPHEN J. DEMARTINI\nSenior Managing Director               Managing Director\nPRUDENTIAL CAPITAL GROUP               PRUDENTIAL CAPITAL GROUP\nTwo Prudential Plaza                   Four Embarcadero Center\nSuite 5400                             Suite 2700\nChicago, Illinois  60601               San Francisco, California  94111\nTelephone:  (312) 540-4211             Telephone:  (415) 291-5058\nFacsimile:  (312) 540-4219             Facsimile:  (415) 421-6233\n\n\nJOSEPH Y. ALOUF                        MITCHELL W. REED\nSenior Vice President                  Vice President\nPRUDENTIAL CAPITAL GROUP               PRUDENTIAL CAPITAL GROUP\nFour Embarcadero Center                Four Embarcadero Center\nSuite 2700                             Suite 2700\nSan Francisco, California  94111       San Francisco, California  94111\nTelephone:  (415) 291-5056             Telephone:  (415) 291-5059\nFacsimile:  (415) 421-6233             Facsimile:  (415) 421-6233\n\n\n                      Authorized Officers for the Company\n                      -----------------------------------\n\n\nC. B. MULHOLLAND                       MATTHEW J. COX\nPresident and                          Senior Vice President, Chief\n   Chief Executive Officer                Financial Officer &amp; Controller\nMATSON NAVIGATION COMPANY, INC.        MATSON NAVIGATION COMPANY, INC.\nPost Office Box 7452                   Post Office Box 7452\nSan Francisco, California  94120       San Francisco, California  94120\nTelephone:  (415) 957-4565             Telephone:  (415) 957-4556\nFacsimile:  (415) 957-4234             Facsimile:  (415) 957-4930\n\n                             T.H. REID\n                             Treasurer\n                             MATSON NAVIGATION COMPANY, INC.\n                             Post Office Box 7452\n                             San Francisco, California  94120\n                             Telephone:  (415) 957-4768\n                             Facsimile:  (415) 957-4076\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-41214","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\/41214","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=41214"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41214"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41214"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41214"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}