A & B II, Inc. and COMPUTERSHARE SHAREOWNER SERVICES LLC, as Rights AgentRights Agreement • June 13th, 2012 • A & B II, Inc. • Real estate • Hawaii
As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with the Rights.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 31, 2021 among ALEXANDER & BALDWIN, LLC and The Other Borrowers Party Hereto, as the Borrowers, ALEXANDER & BALDWIN, INC., ALEXANDER & BALDWIN INVESTMENTS, LLC, A&B II, LLC, GRACE PACIFIC...Credit Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
ALEXANDER & BALDWIN, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT NON-EMPLOYEE BOARD MEMBER—NO DEFERRALRestricted Stock Unit Award Agreement • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
ALEXANDER & BALDWIN, INC. TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTTime-Based Restricted Stock Unit Award Agreement • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
EXHIBIT A ALEXANDER & BALDWIN, INC. STOCK OPTION AGREEMENT RECITALSStock Option Agreement • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
SECOND AMENDED AND RESTATED NOTE PURCHASENote Purchase and Private Shelf Agreement • February 29th, 2016 • Alexander & Baldwin, Inc. • Real estate • New York
Exhibit A -- Form of Shelf Note Exhibit B -- Form of Request for Purchase Exhibit C -- Form of Confirmation of Acceptance Exhibit D -- Form of Joinder Agreement Schedule 6B(1) -- Existing Liens Schedule 8A -- Subsidiaries of Holdings and Ownership of Subsidiary Equity
Portions of the schedules to this Agreement have been omitted. The omissions have been indicated by asterisks (“*****”) EMPLOYEE MATTERS AGREEMENT by and between ALEXANDER & BALDWIN HOLDINGS, INC. and A & B II, INC. dated as of June 8, 2012Employee Matters Agreement • June 8th, 2012 • A & B II, Inc. • Real estate • Hawaii
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into as of June 8, 2012, by and between Alexander & Baldwin Holdings, Inc., a Hawaii corporation (“Holdings”), and A & B II, Inc., a Hawaii corporation (“New A&B”), each a “Party” and together, the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT by and between ALEXANDER & BALDWIN HOLDINGS, INC. and A & B II, INC. dated as of June 8, 2012Separation and Distribution Agreement • June 8th, 2012 • A & B II, Inc. • Real estate • Hawaii
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of June 8, 2012, by and between Alexander & Baldwin Holdings, Inc., a Hawaii corporation (“Holdings”), and A & B II, Inc., a Hawaii corporation and a direct, wholly owned subsidiary of Holdings (“New A&B”). Holdings and New A&B are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
TAX SHARING AGREEMENT by and between ALEXANDER & BALDWIN HOLDINGS, INC., and A & B II, INC. Dated as of June 8, 2011Tax Sharing Agreement • June 8th, 2012 • A & B II, Inc. • Real estate • Hawaii
This Tax Sharing Agreement (this “Agreement”) is entered into as of June 8, 2012 by and between Alexander & Baldwin Holdings, Inc., a Hawaii corporation (“Holdings”), and A & B II, Inc., a Hawaii corporation and a direct, wholly owned subsidiary of Holdings (“New A&B”). Holdings and New A&B are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Article I.
EXHIBIT A ALEXANDER & BALDWIN, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • March 9th, 2015 • Alexander & Baldwin, Inc. • Real estate • Hawaii
ALEXANDER & BALDWIN, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SUBSTITUTE 2012 PERFORMANCE-BASED AWARDRestricted Stock Unit Award Agreement • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
RESTRICTED STOCK UNIT AWARD AGREEMENT made and entered into as of the close of market on the 29th day of June 2012 by and between Alexander & Baldwin, Inc., a Hawaii corporation (the “Corporation”), and , an individual in the Corporation’s employ (the “Participant”).
EXHIBIT A ALEXANDER & BALDWIN, INC. TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2013 • Alexander & Baldwin, Inc. • Real estate • Hawaii
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 13th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
Alexander & Baldwin, Inc., a Hawaii corporation (the “Company”), confirms its agreement (this “Agreement”) with KeyBanc Capital Markets Inc., BofA Securities, Inc., BTIG, LLC, Evercore Group L.L.C., Goldman Sachs & Co. LLC, Piper Sandler & Co. and Wells Fargo Securities, LLC (each an “Agent” and collectively, the “Agents”) with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common stock, without par value (the “Common Stock”), having an aggregate offering price of up to $150,000,000 (the “Maximum Amount”) through or to the Agents as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 17, 2024 among ALEXANDER & BALDWIN, LLC and The Other Borrowers Party Hereto, as the Borrowers, ALEXANDER & BALDWIN, INC., ALEXANDER & BALDWIN INVESTMENTS, LLC, AND The Other Guarantors...Credit Agreement • October 21st, 2024 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 21st, 2013 • Alexander & Baldwin, Inc. • Real estate • Hawaii
(b)Seller desires to sell, and Buyer desires to purchase, the Property for the consideration and on the terms set forth in this Agreement.
Second Amendment to Note Purchase and Private Shelf AgreementNote Purchase and Private Shelf Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
This Second Amendment to Note Purchase and Private Shelf Agreement (this “Second Amendment”) dated as of August 31, 2021 is by and among Alexander & Baldwin, LLC, a Delaware limited liability company (the “Company”), Alexander & Baldwin, LLC, Series R (“Series R”), Alexander & Baldwin, LLC, Series T (“Series T”), Alexander & Baldwin, LLC, Series M (“Series M” and together with the Company, Series R and Series T, the “CoIssuers”), Alexander & Baldwin, Inc., a Hawaii corporation (“Holdings”), each other Guarantor (as defined in the Note Purchase Agreement defined below) which is a signatory to this Second Amendment, AIG Asset Management (U.S.), LLC, a Delaware limited liability company (“AIG”), and each of the holders of the Series 2017-1 Notes referred to below that is a signatory to this Second Amendment (collectively, the “Noteholders”). The Co-Issuers, Holdings and the other Guarantors are collectively referred to herein as the “Credit Parties.”
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Private Capital Los Angeles, CA 90067Note Purchase and Private Shelf Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
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).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2015 • Alexander & Baldwin, Inc. • Real estate • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of December 18, 2013 (this “Agreement”) is entered into by and among ALEXANDER & BALDWIN, LLC, a Hawaii limited liability company (the “Company”), GRACE PACIFIC LLC, a Hawaii limited liability company (“Grace” and together with the Company, the “Borrowers”), ALEXANDER & BALDWIN, INC., a Hawaii corporation (“Holdings”), A&B II, LLC, a Hawaii limited liability company (“Grace Holdings”; together with the Borrowers and Holdings, collectively, the “Loan Parties”), the Lenders party hereto, BANK OF AMERICA, N.A., as Agent (in such capacity, the “Agent”), Swing Line Lender and L/C Issuer and FIRST HAWAIIAN BANK, as L/C Issuer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
ALEXANDER & BALDWIN, INC. UNIVERSAL STOCK OPTION AGREEMENT FOR SUBSTITUTE OPTIONSUniversal Stock Option Agreement • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
UNIVERSAL STOCK OPTION AGREEMENT made and entered into as of the close of market on the 29th day of June 2012 by and between Alexander & Baldwin, Inc., a Hawaii corporation (the “Corporation”), and , an individual in the employ or service of the Corporation who is currently the holder (the “Optionee”) of one or more outstanding stock option grants under the Alexander & Baldwin, Inc. 2007 Incentive Compensation Plan (as amended and restated) that has been assumed by Alexander & Baldwin Holdings, Inc. (the “Holdings 2007 Plan”).
ALEXANDER & BALDWIN, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
ALEXANDER & BALDWIN, INC. UNIVERSAL STOCK OPTION AGREEMENT FOR SUBSTITUTE OPTIONSUniversal Stock Option Agreement for Substitute Options • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
UNIVERSAL STOCK OPTION AGREEMENT FOR SUBSTITUTE OPTIONS made and entered into as of the close of market on the 29th day of June 2012 by and between Alexander & Baldwin, Inc., a Hawaii corporation (the “Company”), and , an individual in the employ of the Company who is currently the holder (“Optionee”) of one or more outstanding stock option grants under the Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive Plan (as amended and restated) that has been assumed by Alexander & Baldwin Holdings, Inc. (the “Holdings 1998 Plan”).
TIME-BASED RESTRICTED STOCK UNIT AWARD ASSUMPTION AGREEMENTTime-Based Restricted Stock Unit Award Assumption Agreement • November 8th, 2017 • Alexander & Baldwin, Inc. • Real estate
TIME-BASED RESTRICTED STOCK UNIT AWARD ASSUMPTION AGREEMENT effective as of the [8th] day of November 2017 by and between Alexander & Baldwin, Inc. (formerly Alexander & Baldwin REIT Holdings, Inc.), a Hawaii corporation (the “Corporation”), and ___________________ (“Participant”).
Real Estate Term Loan Agreement among Kukui‘ula Village LLC, a Delaware limited liability company, Kukui‘ula Development Company (Hawaii), LLC, a Hawaii limited liability company, Bank of America, N.A., as Administrative Agent, and The Other Financial...Real Estate Term Loan Agreement • March 3rd, 2014 • Alexander & Baldwin, Inc. • Real estate • Hawaii
This Real Estate Term Loan Agreement (“Agreement”) is made by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), Bank of America, N.A., a national banking association, as Administrative Agent, Kukui‘ula Village LLC, a Delaware limited liability company (“Borrower”), and Kukui‘ula Development Company (Hawaii), LLC, a Hawaii limited liability company (“Development”), who agree as follows:
COMPLETION GUARANTYCompletion Guaranty • December 4th, 2012 • Alexander & Baldwin, Inc. • Real estate • Hawaii
WHEREAS, KEWALO DEVELOPMENT LLC, a Hawaii limited liability company (the “Borrower”), has applied to FIRST HAWAIIAN BANK, WELLS FARGO BANK, N.A., BANK OF HAWAII and CENTRAL PACIFIC BANK (collectively, the “Lender”) for a loan (the “Loan”) in the principal sum of up to ONE HUNDRED TWENTY MILLION AND NO/100 DOLLARS ($120,000,000.00), the proceeds from which will be used to finance the costs of acquiring, developing, designing, constructing, furnishing, marketing and selling a high-rise condominium project to be known as “Waihonua” (the “Project”) to consist of three hundred forty-one (341) residential condominium units, together with other appurtenant improvements and amenities (the “Improvements”), on certain land owned by the Borrower in Honolulu, Hawaii, all as more particularly described in certain plans and specifications dated March 26, 2012, prepared by Design Partners Incorporated, and listed on Schedule “1” attached hereto and made a part hereof (the “Plans and Specifications”);
JOINDER AGREEMENTJoinder Agreement • March 1st, 2018 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
THIS JOINDER AGREEMENT (this "Agreement"), dated as of November 8, 2017, is by and among Alexander & Baldwin, Inc., a Hawaii corporation (formerly known as Alexander & Baldwin REIT Holdings, Inc.) (the "Guarantor"), and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the "Agent") under that certain Second Amended and Restated Credit Agreement, dated as of September 15, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the "Credit Agreement"), by and among Alexander & Baldwin, LLC, a Delaware limited liability company (the "Company"), Grace Pacific LLC, a Hawaii limited liability company ("Grace"), Alexander & Baldwin, LLC, Series R ("Series R"), Alexander & Baldwin, LLC, Series T ("Series T"), Alexander & Baldwin, LLC, Series M ("Series M") and certain Additional Borrowers from time to time party thereto (together with the Company, Grace, Series R, Series T and Series M, each individually, a "Borrower" and col
AMENDMENT TO CONTRACT FOR THE DELIVERY AND SALE OF RAW SUGARContract for the Delivery and Sale of Raw Sugar • May 21st, 2012 • A & B II, Inc. • Real estate
THIS AMENDMENT TO CONTRACT FOR THE DELIVERY AND SALE OF RAW SUGAR (the “Amendment”) is made and entered into effective as of December 6, 2011, by and between HAWAIIAN SUGAR & TRANSPORTATION COOPERATIVE, an agricultural association organized under the laws of the State of Hawaii (“Seller”), and C & H SUGAR COMPANY, INC., a Delaware corporation (“Buyer”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF KUKUI’ULA DEVELOPMENT COMPANY (HAWAII), LLCOperating Agreement • May 21st, 2012 • A & B II, Inc. • Real estate
This Second Amendment to the Amended and Restated Operating Agreement of Kukui’ula Development Company (Hawaii), LLC (the “Company”), is entered into as of July 20, 2011, by and between KDC, LLC, a Hawaii limited liability company (“KDC”), and DMB KUKUI’ULA LLC, an Arizona limited liability company (“DMB”).
December 20, 2017Letter Agreement • March 1st, 2018 • Alexander & Baldwin, Inc. • Real estate investment trusts
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • November 3rd, 2023 • Alexander & Baldwin, Inc. • Real estate investment trusts
This First Amendment to Consulting Agreement (this “Amendment”) is made and entered into as of July 1, 2023, by and between ALEXANDER & BALDWIN, INC. (“A&B”), and CHRISTOPHER J. BENJAMIN, an individual (“Consultant”).
CONTRACT FOR THE DELIVERY AND SALE OF RAW SUGARContract for the Delivery and Sale of Raw Sugar • May 21st, 2012 • A & B II, Inc. • Real estate • California
This Contract for the Delivery and Sale of Raw Sugar (the “Contract”), dated as of October 7, 2009, is made between Seller and Buyer, as defined below, on the following terms and conditions:
CERTAIN OF THEIR RESPECTIVE AFFILIATES NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • November 5th, 2021 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Capital GroupSecond Amended and Restated Note Purchase and Private Shelf Agreement • March 1st, 2018 • Alexander & Baldwin, Inc. • Real estate investment trusts • New York
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).
ALEXANDER & BALDWIN, INC. UNIVERSAL RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SUBSTITUTE AWARDSUniversal Restricted Stock Unit Award Agreement for Substitute Awards • June 29th, 2012 • A & B II, Inc. • Real estate • Hawaii
UNIVERSAL RESTRICTED STOCK UNIT AGREEMENT FOR SUBSTITUTE AWARDS effective as of the close of market on the 29th day of June 2012 by and between Alexander & Baldwin, Inc, a Hawaii corporation (“Corporation”), and (“Participant”).
FORM OF MASTER FORWARD CONFIRMATIONMaster Forward Confirmation • August 13th, 2024 • Alexander & Baldwin, Inc. • Real estate investment trusts
The purpose of this letter agreement (this “Master Forward Confirmation”) is to confirm the terms and conditions of certain transactions to be entered into from time to time between [Dealer] (“Party A”) and Alexander & Baldwin, Inc. (“Party B”) in accordance with the terms of the Equity Distribution Agreement, dated as of August 13, 2024, among Party B, [___], as Agent and Forward Seller, and Party A, as Forward Purchaser, and the other parties thereto (the “Distribution Agreement”), on one or more Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This letter agreement constitutes a “Master Forward Confirmation” as referred to in the Distribution Agreement. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Master Forward Confirmation, a “Confirmation” for purposes of the Agreement (as defined below)) substantially in the form of Exhi
FIRST AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF KUKUI’ULA DEVELOPMENT COMPANY (HAWAII), LLCOperating Agreement • May 21st, 2012 • A & B II, Inc. • Real estate
This First Amendment to the Amended and Restated Operating Agreement of Kukui’ula Development Company (Hawaii), LLC (the “Company”), is entered into as of September 28, 2010, by and between KDC, LLC, a Hawaii limited liability company (“KDC”), and DMB KUKUI’ULA LLC, an Arizona limited liability company (“DMB”).
