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                                                                   Exhibit 10.61

February 6, 2001

Wallace G.K. Chin
President
Kamehameha Activities Association
567 South King Street, Suite 301
Honolulu, HI 96813

The Trustees of the Estate of Bernice Pauahi Bishop
P.O. Box 3466
567 South King Street, Suite 200
Honolulu, HI 96813

Dear Mr. Chin and Bishop Estate Trustees:

      This letter (this "Letter Agreement") sets forth the agreement among
Kamehameha Activities Association ("KAA" or "Knight"), The Trustees of the
Estate of Bernice Pauahi Bishop (the "Bishop Estate") and The Goldman Sachs
Group, Inc. ("GS Inc.") with respect to certain matters. Reference is made to
(i) the Subscription Agreement, dated as of April 24, 1992 (as amended from time
to time, the "1992 Subscription Agreement"), among the Bishop Estate, Pauahi
Holdings Corporation ("Knight's Parent") and Royal Hawaiian Shopping Center,
Inc. ("RHSC"), which transferred all its interests in The Goldman Sachs Group,
L.P. ("Group LP") to KAA pursuant to an Assumption Agreement, dated July 15,
1998 (the "Assumption Agreement"), between KAA and RHSC for the benefit of Group
LP, (ii) the Subscription Agreement, dated as of November 21, 1994 (as amended
from time to time, the "1994 Subscription Agreement" and, collectively with the
1992 Subscription Agreement, the "Subscription Agreements"), among the Bishop
Estate, Knight's Parent and RHSC and Group LP, (iii) the Registration Rights
Agreement, dated as of April 24, 1992 (as amended from time to time, the
"Registration Rights Agreement"), between RHSC and Group LP, as amended by
Amendment No. 1 thereto dated November 21, 1994, (iv) the Letter Agreement,
dated March 15, 1999 (as amended from time to time, the "1999 Letter
Agreement"), between KAA and Group LP, (v) the Amendment to the Letter
Agreement, dated April 30, 1999 (the "1999 Letter Agreement Amendment"), among
KAA, the Bishop Estate, Group LP and GS Inc. and (vi) the Amendment to the
Letter Agreement, dated August 1, 2000 (the "2000 Letter Agreement Amendment"
and, together with the 1999 Letter Agreement and the 1999 Letter Agreement
Amendment, the "Letter Agreement"), among KAA, the Bishop Estate and GS Inc. KAA
has assumed all of RHSC's rights and obligations under the Subscription
Agreements and the Registration Rights Agreement pursuant to the Assumption
Agreement. This Letter Agreement shall
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Kamehameha Activities Association
February 6, 2001
Page 2

be a modification of and an amendment to the Subscription Agreements, the
Registration Rights Agreement and the Letter Agreement, to the extent set forth
herein.

      Pursuant to Section 4(c) of the 1999 Letter Agreement, KAA has made a
request of GS Inc. that KAA be permitted to dispose of shares of common stock,
par value $.01 per share (the "Common Stock"), of GS Inc. pursuant to Rule 144
under the Securities Act of 1933, as amended (each, a "Rule 144 Sale").
Accordingly, the parties hereby agree as follows:

            1. Future Dispositions of Common Stock by KAA. The number of shares
      that KAA shall have a right to dispose of without the consent of GS Inc.
      pursuant to Section 4(a)(2) of the Letter Agreement for the twelve-month
      period commencing May 7, 2001 shall be reduced by the number of shares of
      common stock sold in the Rule 144 Sales.

            2. Agreements Otherwise Unimpaired. Except as expressly provided in
      this Letter Agreement, the Subscription Agreements, the Registration
      Rights Agreement, the Letter Agreement and any other agreements between or
      among the parties to this Letter Agreement shall not be modified, impaired
      or affected by the execution and delivery of this Letter Agreement.

            3. Successors and Assigns. This Letter Agreement will be binding
      upon and inure to the benefit of and be enforceable by the respective
      successors and assigns of the parties hereto.

            4. Governing Law. This Letter Agreement is being entered into and is
      intended to be performed in the State of New York and will be construed
      and enforced in accordance with and governed by the laws of the State of
      New York.

            5. Counterparts. This Letter Agreement may be executed
      simultaneously in several counterparts, each of which is an original, but
      all of which together shall constitute one instrument.
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            Please indicate your agreement to the terms of this letter by
signing in the space provided below.

                        THE GOLDMAN SACHS GROUP, INC.


                        By: /s/ Dan H. Jester
                            ------------------------
                            Name: Dan H. Jester
                            Title: Authorized Person

Accepted and Agreed to as of the date first above written:

KAMEHAMEHA ACTIVITIES ASSOCIATION

By: /s/ Wallace G.K. Chin
    -------------------------
    Name: Wallace G.K. Chin
    Title: President

By: /s/ Wendell F. Brooks, Jr.
    ------------------------------
    Name: Wendell F. Brooks, Jr.
    Title: Vice President

THE TRUSTEES OF THE ESTATE OF BERNICE PAUAHI BISHOP


By: /s/ Robert Kalani Uichi Kihune
    ----------------------------------


By: /s/ Diane J. Plotts
    ----------------------------------


By: /s/ Constance Hee Lau
    ----------------------------------