0001545654-21-000022 Sample Contracts

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Second Amendment to Note Purchase and Private Shelf Agreement
Note Purchase and Private Shelf Agreement • September 3rd, 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 90067
Note Purchase and Private Shelf Agreement • September 3rd, 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).

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