Exhibit






PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Capital Group
2029 Century Park East, Suite 715 Los Angeles, CA 90067






As of January 8, 2018


Alexander & Baldwin, LLC Alexander & Baldwin, LLC, Series R Alexander & Baldwin, LLC, Series T Alexander & Baldwin, LLC, Series M Alexander & Baldwin, Inc.
822 Bishop Street
Honolulu, Hawaii 96801-3440


		
	Re:
	Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement




Ladies and Gentlemen:


Reference is made to that certain Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 10, 2015 (as amended or otherwise modified from time to time, the "Agreement"), by and among Alexander & Baldwin, LLC, a Delaware limited liability company, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, any other LLC Series which hereafter becomes party  to  the  Agreement  pursuant  to  the   requirements   of   paragraph   5G   thereof, Alexander & Baldwin, Inc., a Hawaii corporation (formerly known as Alexander  &  Baldwin REIT Holdings, Inc.), and the other Persons which are or hereafter become  Guarantors, Prudential and each Prudential Affiliate that is or may become bound by certain provisions thereof. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement (after giving effect to the amendments provided in this letter agreement).


On December 31, 2016 each of Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T and Alexander & Baldwin, LLC, Series M executed and delivered a Series Joinder Agreement (and, pursuant to paragraph 5G, any and all future LLC Series are required to have executed and delivered a Series Joinder Agreement) pursuant to which, among other things, each such LLC Series (i) has assumed, on a joint and several basis with one another and with the Company, and has agreed to pay when due and perform any and all Obligations, (ii) is bound by all of the covenants and other terms and provisions of the Agreement, the Notes and the other Transaction Documents applicable to the Company, and (iii) has made and from time to time will make, as applicable, each of the representations and warranties made by the Company  in this Agreement and the other Transaction Documents.


1.Amendments to Agreement. Pursuant to the provisions of paragraph 12C of the Agreement, and subject to the terms and conditions of this letter agreement, the undersigned holders of Notes (the "Noteholders"), the Company and Holdings hereby agree that the Agreement is hereby amended, as follows:












1.1    The preamble of the Agreement is amended to delete the parenthetical "(the "Company")" which immediately follows the reference to Alexander & Baldwin, LLC, a Delaware limited liability company.


		
	1.2
	Paragraph 10B is amended by amending and restating the following terms:




"Company" means Alexander & Baldwin, LLC, a Delaware limited liability company, and, unless the context otherwise requires, each reference in this Agreement or the other Transaction  Documents  to  the  "Company"  with  respect  to  any  time   on   or   after December 31, 2016 shall be deemed to include, in addition, a reference to each LLC Series.


"Credit Parties" means the Company (including each LLC Series) and the Guarantors.


"Guarantors" means, collectively, (i) A&B, (ii) A&B II, LLC, a Hawaii limited liability company, (iii) Grace, and (iv) each Person that hereafter becomes a party to the Multiparty Guaranty pursuant to the requirements of paragraph 50.


"Series Joinder Agreements" means (i) that certain Joinder Agreement, dated as of December 31, 2016, executed and delivered by each of the Company, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, and Alexander & Baldwin, LLC, Series M, for the benefit of the holders of the Notes, and (ii) any additional Joinder Agreements substantially identical to the Joinder Agreement described in the immediately preceding clause (i) which the Company and any new LLC Series executes and delivers pursuant to the requirements of paragraph 5G (provided that each Series Joinder Agreement described in this clause (ii) shall also provide that the applicable new LLC Series shall be bound by paragraph 12S of this Agreement in its capacity as a Series LLC).




1.3    Paragraph 10B is amended by inserting the following new  definitions  in  their proper  alphabetical order:


""Co-Obligors" is defined in  paragraph 12S.


"Obligations" is defined in paragraph 12S."


		
	1.4
	A new paragraph 12S is inserted in the Agreement, as follows:




"12S.    Concerning Joint and Several Liability of the Company and the LLC Series.


(a)Each of the Company, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, and each LLC Series which hereafter may execute and deliver a Series Joinder Agreement pursuant to the requirements of paragraph 5G(ii) (collectively, the "Co-Obligors") is accepting joint and several liability hereunder and in respect of the Notes in consideration of the financial accommodations provided and to be provided by the holders of the Notes, for the mutual benefit, directly and indirectly, of each of the Co-Obligors and in consideration of the undertakings of each of the other Co-Obligors to accept joint and several liability for the obligations of each of them.


(b)Each of the Co-Obligors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Co-Obligors with respect to the payment and performance of all of the Obligations arising under this Agreement, the Notes and the other Transaction Documents, it being the intention of the parties hereto 









that all the Obligations shall be the joint and several obligations of each  of  the  Co-Obligors   without  preferences  or  distinction  among  them.    As  used  in this












paragraph 12S, the term "Obligations" shall mean all loans, advances, debts, liabilities and obligations, for monetary amounts or otherwise, from time to time owing by any of the Co­ Obligors to the holders of the Notes or to be performed by any of the Co-Obligors in connection with this Agreement, the Notes and the other Transaction Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or instrument, arising under or in respect of  this Agreement, the Notes or the other Transaction Documents (it being understood that this term includes all principal, interest (including interest that accrues after the commencement by or against any of the Co-Obligors of any action under bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law, whether now or hereafter in effect), the Yield-Maintenance Amount, if any, premium or other prepayment consideration, fees, expenses, costs or other sums (including all fees and disbursements of any law firm or other external counsel) chargeable to the Co-Obligors under this Agreement, the Notes or the other Transaction Documents).


(c)If and to the extent that a Co-Obligor shall fail to make any payment with respect to any of the Obligations hereunder as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event, the other Co-Obligors will make such payment with respect to, or perform, such Obligation.


(d)The obligations of each Co-Obligor under this paragraph 12S constitute full recourse obligations of such Co-Obligor, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement as against any other Co-Obligor or any other circumstances whatsoever that would impair the rights of any holder of a Note as against any other Co-Obligor.


(e)        Except as otherwise expressly provided herein, each Co-Obligor hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default or Event of Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement, the Notes or any other Transaction Document, notice of any action at any time taken or omitted by any holder of a Note under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement, the Notes or any other Transaction Document. Each Co-Obligor hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the holders of the Notes at any time or times in respect of any default by any Co-Obligor in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the  holders  of the Notes in respect of any of the Obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the addition, substitution or release, in whole or in part, of any Co-Obligor. Without limiting the generality of the foregoing, each Co-Obligor assents to any other action or delay in acting or any failure to act on the part of the holders of the Notes, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this paragraph 12S, afford grounds for terminating, discharging or relieving such Co-Obligor, in whole or in part, from any of its obligations under this paragraph 12S, it being the intention of each Co-Obligor  that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Co-Obligor  under this paragraph 12S shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Co-Obligor under this paragraph 12S shall not be diminished   or   rendered   unenforceable   by  any   winding   up,   reorganization, arrangement, 










liquidation, reconstruction or similar proceeding with respect to any Co-Obligor or the holders of the Notes. The joint and several liability of the Co-Obligors hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change  whatsoever in the name, membership, constitution or place of formation of any Co-Obligor or the holders of the Notes.


(f)             The provisions of this paragraph 12S are made for the benefit of the Purchasers and their respective successors, transferees and assigns, and may be enforced by any such Person from time to time against any of the Co-Obligors as often as occasion therefor may arise and without requirement on the part of any holder of a Note first to marshal any of its claims or to exercise any of its rights against any other Co-Obligor or to exhaust any remedies available to it against any other Co-Obligor or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this paragraph 12S shall remain in effect until all the Obligations hereunder shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the holders of the Notes upon the insolvency, bankruptcy or reorganization of any of the Co-Obligors, or otherwise, the provisions of this paragraph 12S will forthwith be reinstated and in effect as though such payment had not been made.


(g)               Each Co-Obligor hereby  agrees  that,  to  the  extent  that  a  Co-Obligor  shall  have  paid an amount hereunder to any holder of a Note that is greater than the net value of the  benefits  received, directly  or  indirectly,  by  such  paying  Co-Obligor  as  a  result  of  the  issuance  and  sale  of the  Notes,  such  paying  Co-Obligor  shall  be  entitled  to  contribution   from  each  other  Co-Obligor that has not paid its proportionate  share,  based  on  benefits  received  as  a  result  of the  issuance and sale  of  the  Notes.  Any  amount  payable  as  a  contribution  under  this  paragraph  12S(g)  shall   be deter 01ined as of the date on which the related  payment or distribution  is  mad e  by the Co-Obligor seeking contribution, and each of the Co-Obligor acknowledges that the tight to contribution hereunder shall constitute an asset of such Co-Obligor to which such contribution  is  owed. Notwithstanding  the  foregoing,  the  provisions  of  this  paragraph   12S(g)  shall   in  no  respect   limit the obligations  and  liabilities  of  any  Co-Obligor  to  the  holders  of  the  Notes  hereunder  or  under any  other  Transaction  Document,  and  each  Co-Obligor   shall   remain   liable  for  the  full   payment and  performance  of   the   Obligations.   Any   indebtedness   or  other   obligations   of  the  other  Co­Obligors  now or  hereafter held  by or owing to any Co-Obligor  is here by subordinated in time and right of  payment to all  indebtedness  or other  obligations  of  the other Co-Oblige r  o wed  during the continuation  of an  Event  of  Default  to  any or  all  of the  holders  of the  Notes  under the Notes,  this  Agreement   or  any  other  Transaction  Document."


2.        Limitation of Modification. The modifications effected in this letter agreement shall be limited precisely as written and shall not be deemed to be (a) an amendment, consent, waiver or other modification of any other terms or conditions of the Agreement or any other document related to the Agreement, or (b) a consent to any future amendment, consent, waiver or other modification. Except as expressly set forth in this letter agreement, each of the Agreement and the documents related to the Agreement shall continue in full force and effect.  The parties hereto acknowledge and agree that this letter agreement constitutes a Transaction Document.


3.         Representations   and   Warranties. Each   of  Holdings   and  the  Company hereby
represents and warrants as  follows:  (i) No  Default  or  Event  of  Default  has  occurred  and  is continuing (both immediately before and immediately after giving effect to the effectiveness of this letter agreement); (ii) each of the Company’s and Holdings  entering into and performance  of the Agreement, as  modified  by  this  letter  agreement,  has  been  duly  authorized  by  all  necessary limited   liability  company   or  corporate  (as  applicable)   and  other  action   and   do  not  and   will not require  any  registration  with, consent  or  approval  of,  or  notice  to  or action  by,  any Person (including any governmental authority) in order to be effective and enforceable; (iii) the Agreement, as modified by this letter agreement, constitutes the legal, valid and binding obligation of each of 









the Company and Holdings, enforceable against such Person in accordance with its respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity; and (iv) immediately after giving effect to this letter agreement, each of the representations and warranties of each of the Company and Holdings set forth in the Agreement is true and correct in all material respects (other than such representations and warranties as are expressly qualified by materiality (including Material Adverse Effect), which representations and warranties shall be true and correct in all respects) as of the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true and correct in all material respects (other than such representations and warranties as are expressly qualified by materiality (including Material Adverse Effect), which representations shall be true and correct in all respects) as of such other date).


5.Effectiveness. This letter agreement shall become effective on the date on which the Noteholders shall have received a fully executed counterpart of this letter agreement from each Credit Party.


		
	6.
	Miscellaneous.




(a)    This document may be executed in multiple counterparts, which together shall constitute a single document. Delivery of executed counterparts of this letter agreement by telefacsimile or other secure electronic format (pdf) shall be effective as an original.


(b)    This letter agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of New York, excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.




(c)    Each Credit Party hereby acknowledges, ratifies and reaffirms Section 2 of that certain Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement, dated as of September 15, 2017.




[Remainder of the page intentionally left blank]














If you are in agreement with the foregoing, please sign this letter agreement in the space indicated below whereupon, subject to the conditions expressed herein, it shall become a binding agreement among each party named as a signatory hereto.




Sincerely,


PGIM, INC.
By:      /s/ Brad Wiginton                
Vice President
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, as a holder of the Series AX Notes, the sole holder of the Series BX Notes, the sole holder of the Series CX Notes, a holder of the Series D Notes, a holder of the Series E Notes and a holder of Shelf Notes


By:      /s/ Brad Wiginton                
Vice President


PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY, as a holder of the Series AX Notes, a holder of the Series D Notes and a holder of the Series E Notes


By:   PGIM, Inc.,
as investment manager
By: /s/ Brad Wiginton            
Vice President


THE GIBRALTAR LIFE INSURANCE CO., LTD., as a holder of the Series AX Notes, a holder of the Series D Notes, a holder of the Series E Notes, a holder of the Series F Notes and a holder of Shelf Notes


By:  Prudential Investment Management (Japan), Inc.,
as Investment Manager


By:    PGIM, Inc.,
as Sub-Adviser


By: /s/ Brad Wiginton            
Vice President



















THE PRUDENTIAL LIFE INSURANCE
COMPANY, LTD., as a holder of the Series AX Notes, a holder of the Series D
Notes and a holder of Shelf Notes


By: Prudential Investment Management (Japan), Inc., as Investment Manager


By:    PGIM, Inc.,
As Sub-Advisor


By: /s/ Brad Wiginton            
Vice President
PRUCO LIFE INSURANCE COMPANY, as a holder of the Series D Notes 


By:      /s/ Brad Wiginton            
Assistant Vice President


FARMERS INSURANCE EXCHANGE, as a holder of the Series E Notes


By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager


By: Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


By: /s/ Brad Wiginton            
Vice President


MID CENTURY INSURANCE COMPANY, as a holder of the Series E Notes By:  Prudential Private Placement Investors, L.P. (as Investment Advisor)
 as Investment Manager


By:  Prudential Private Placement Investors, Inc. (as its General Partner)
 as Sub-Advisor


By: /s/ Brad Wiginton            
Vice President
 














PRUDENTIAL LEGACY INSURANCE
COMPANY OF NEW JERSEY, as a holder of the Series E Notes


By:  PGIM, Inc.,
 as investment manager
 By: /s/ Brad Wiginton            
 Vice President


FARMERS NEW WORLD LIFE INSURANCE COMPANY, as a holder of the
Series E Notes


By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager


By:  Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


By: /s/ Brad Wiginton            
 Vice President


PRUDENTIAL ARIZONA REINSURANCE
UNIVERSAL COMPANY, as a holder of the Series F Notes


By:   PGIM, Inc.,
as investment manager


By: /s/ Brad Wiginton            
 Vice President




UNITED OF OMAHA LIFE INSURANCE COMPANY, as a holder of the
Series F Notes


By:  Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager


By:  Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


By: /s/ Brad Wiginton            
 Vice President


















COMPANION LIFE INSURANCE COMPANY, as a holder of the Series F Notes


By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager


By: Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


By: /s/ Brad Wiginton            
 Vice President




MTL INSURANCE COMPANY, as a holder of the Series F Notes


By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager


By: Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


By: /s/ Brad Wiginton            
 Vice President
PHYSICIANS MUTUAL INSURANCE COMPANY, as a holder of the
Series F Notes


By: Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager


By: Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


By: /s/ Brad Wiginton            
 Vice President


PRUDENTIAL ARIZONA REINSURANCE
CAPTIVE COMPANY, as a holder of Shelf Notes


By:   PGIM, Inc.,
as investment manager


By: /s/ Brad Wiginton            
 Vice President













ZURICH AMERICAN LIFE INSURANCE COMPANY, as a holder of
Shelf Notes
By:  Prudential Private Placement Investors, L.P. (as Investment Advisor)
as Investment Manager
By:  Prudential Private Placement Investors, Inc. (as its General Partner)
as Sub-Advisor


 By: /s/ Brad Wiginton            
 Vice President














Accepted and agreed to as of the date first appearing above:


ALEXANDER & BALDWIN, LLC


By: /s/ Nelson Chun            
Its: Authorized signatory


By: /s/ Paul K. Ito            
Its: Authorized signatory




ALEXANDER & BALDWIN, LLC, SERIES R


By: /s/ Nelson Chun            
Its: Senior Vice President & Chief Legal Officer




ALEXANDER & BALDWIN, LLC, SERIES T


By: /s/ Nelson Chun            
Its: Senior Vice President & Chief Legal Officer




ALEXANDER & BALDWIN, LLC, SERIES M


By: /s/ Christopher J. Benjamin    
Its: President, Chief Executive Officer, Secretary & Treasurer






ALEXANDER & BALDWIN, INC.


By: /s/ Nelson Chun            
Its: Senior Vice President & Chief Legal Officer


By: /s/ Paul K. Ito            
Its: Senior Vice President & Treasurer


















Each of the Guarantors hereby (a) consents to the amendments and other modification effected by this letter agreement and the other transactions contemplated hereby, (b) reaffirms its obligations under the Multiparty Guaranty (and any Joinder Agreement  executed  in connection  therewith) and its waivers, as set forth in the Multiparty Guaranty, of each and every one of the possible defenses to such obligations, and (c) reaffirms that its obligations under the Multiparty Guaranty are separate and distinct from the respective obligations of the Company and Holdings under the Agreement and the Notes.




ALEXANDER & BALDWIN, INC.


By: /s/ Nelson Chun            
Its: Senior Vice President & Chief Legal Officer


By: /s/ Paul K. Ito            
Its: Senior Vice President & Treasurer




Grace Pacific, LLC


By: /s/ Christopher J. Benjamin    
Its: Chair


By: /s/ James E. Mead            
Its: Vice Chair 




A&B II, LLC


By: /s/ Nelson Chun            
Its: Vice President


By: /s/ Paul K. Ito            
Its: Treasurer




ALEXANDER & BALDWIN INVESTMENTS, LLC


By: /s/ Nelson Chun            
Its: Senior Vice President & Chief Legal Officer


By: /s/ Paul K. Ito            
Its: Senior Vice President & Treasurer