exh10_3.htm
















June 4, 2012







Matson Navigation Company, Inc.


555 Market Street, 7th Floor


Oakland, CA 94607








	
  

	
Re:

	
Credit Agreement, dated as of August 5, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among Matson Navigation Company, Inc., a Hawaii corporation (the "Borrower"), the Lenders from time to time party thereto, and First Hawaiian Bank, as Agent.












Ladies and Gentlemen:







Reference is made to the Credit Agreement.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement.







The Lenders hereby consent to the transactions set forth in (i) the Agreement and Plan of Merger dated as of February 13, 2012 by and between Alexander & Baldwin Holdings, Inc., Alexander & Baldwin, and A&B Merger Corporation (in the form publicly filed by Alexander & Baldwin on February 14, 2012) and (ii) the Separation and Distribution Agreement anticipated to be dated as of June 8, 2012 by and between Alexander & Baldwin Holdings, Inc. and A&B II, Inc. in the form publicly filed by Alexander & Baldwin on May 30, 2012.







Without limiting the foregoing, notwithstanding the definition of “Change of Control” in Section 1.01 of the Credit Agreement, the Lenders hereby agree that none of the following transactions shall constitute a “Change of Control”:  (i) the Merger (as defined in the Merger Agreement) and resulting indirect ownership of the Borrower by Alexander & Baldwin Holdings, Inc. (a newly formed corporation that as of the date of such Merger will be owned by the then existing shareholders of Alexander & Baldwin), (ii) the conversion of Alexander & Baldwin into a limited liability company (“Alexander & Baldwin, LLC”), and (iii) the distribution by Alexander & Baldwin, LLC of all of the shares of capital stock of the Borrower to Alexander & Baldwin Holdings, Inc.







Furthermore, the Borrower and the Lenders hereby agree that the definition of “Lien” in Section 1.01 of the Credit Agreement shall be hereby amended and restated as follows:   “Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien or charge of any kind (including any purchase money mortgage, conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of any financing statement (exclusive of filings for precautionary purposes only) under the Uniform Commercial Code of any jurisdiction).”







Except as modified hereby, the Credit Agreement remains in full force and effect.







This letter may be executed in any number of counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement.Delivery of an executed counterpart of this letter by facsimile or .pdf shall be effective as an original.  







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This letter shall be governed by and construed in accordance with the laws of the State of New York.







Very truly yours,







FIRST HAWAIIAN BANK,


as Agent, L/C Issuer and Lender







By:        /s/ Susan Takeda                                                        


Name:   Susan Takeda                       


Title:     Vice President                      











  





  











  








LENDERS:                                                                BANK OF AMERICA, N.A.,


as a Lender and L/C Issuer







By:          /s/ Gordon H. Gray                                                                                    


Name:     Gordon H. Gray                                                                     


Title:       Senior Vice President                                                                                             







WELLS FARGO BANK, NATIONAL ASSOCIATION,


as a Lender


 



By:          /s/ Dhiren Desai                                                                                         


Name:     Dhiren Desai                                                                          


Title:       Vice President                                                                                                          


 




DNB NOR BANK ASA,


as a Lender




 


By:          /s/ Giacomo Landl                     


Name:     Giacomo Landl                                                                       


Title:       Senior Vice President                                                                                              




 


By:          /s/ Nikolai A. Nachamkin         


Name:     Nikolai A. Nachamkin                                                           


Title:       Senior Vice President                                                                                              


 










AMERICAN SAVINGS BANK, F.S.B.


as a Lender



 


By:          /s/ Rian DuBach                                                                                         


Name:     Rian DuBach                                                                          


Title:       Vice President                            






                                                                      







BANK OF HAWAII,


as a Lender



 


By:          /s/ Darrell McCorquodale                                                                         


Name:     Darrell McCorquodale                                                          


Title:       Vice President                            









 


U.S. BANK NATIONAL ASSOCIATION,


as a Lender


 


By:          /s/ Blake Malia                                                                                           


Name:     Blake Malia                                                                            


Title:       Vice President                            








 


                                                                    







ACCEPTED AND AGREED TO:







BORROWER:MATSON NAVIGATION COMPANY, INC.,


a Hawaii corporation




 


By:         /s/ Joel M. Wine                                                          


Name:    Joel M. Wine                                                                


Title:      Senior Vice President and Chief Financial Officer