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AMENDMENT TO
FLOATING CONTINUING GUARANTY
This Amendment to Floating Continuing Guaranty
("Amendment") is entered into this 7th day of July, 2008, by and
between American AgCredit, PCA, as agent (in such capacity "Agent")
for the banks and other financial institutions (the "Lenders")
named in the Sixth Amended and Restated Revolving Loan Agreement
(as herein after defined) and Alexander & Baldwin, Inc., a
Hawaii Corporation, (“A&B” or
“Guarantor”) with reference to the following recitals
of fact:
RECITALS
A. A&B, as guarantor and Agent entered into a Floating
Continuing Guaranty dated July 29, 2005 (the "Floating
Guaranty").
B. Concurrently
with the execution of this Amendment the Borrower (as defined in
the Guaranty), Agent, Lenders, and Guarantor are entering into a
Sixth Amended and Restated Revolving Loan Agreement dated as of
July 7, 2008 (the "Agreement").
D. Agent has
requested that the Guaranty be updated and modified as set forth
below.
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E.
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Guarantor consents to the requested modifications on
the terms set forth below.
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ACCORDINGLY THE PARTIES AGREE AS FOLLOWS:
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1.
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Definitions; References; Interpretation.
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(a) Unless
otherwise specifically defined herein, each term used herein
(including the Recitals hereof) which is defined in the Guaranty
shall have the meaning assigned to such term in the
Agreement.
(b) Each
reference to "this Guaranty", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference contained in the Guaranty
and each reference to "the Guaranty" and each other similar
reference in the other Loan Documents, shall from and after the
date of this Amendment refer to the Guaranty as amended
hereby.
2. Amendment
to Guaranty. Subject to the terms and conditions hereof, the
Guaranty is amended as follows:
(a) That
portion of the title reading “ $15,000,000 to $21,500,000 ” is hereby deleted and is replaced by the figures
“ $12,500,000
”.
(b) The
introductory paragraph of the Guaranty is hereby amended to read as
follows:
"This Floating Continuing Guaranty ("Guaranty")
dated as of July 7, 2008, is executed by Alexander & Baldwin,
Inc., a Hawaii corporation ("Guarantor"), in favor of American
AgCredit, PCA, as agent (in such capacity "Agent") for the banks
and other financial institutions (the "Lenders") named in the Sixth
Amended and Restated Revolving Loan Agreement (as hereinafter
defined), with reference to the following facts:"
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(c)
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Recital B of the Guaranty is amended to read as
follows:
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"B. Borrower,
Agent and Lenders are about to enter into that certain Sixth
Amended and Restated Revolving Loan Agreement dated as of July 7,
2008 (as supplemented, restated, amended or modified from time to
time, the Revolving Loan Agreement"), pursuant to which Agent and
Lenders will extend to Borrower a revolving line of credit in the
original principal amount not to exceed Twenty-Five Million Dollars
($25,000,000)(the “Facility”).”
(c) The
second sentence of Recital C is hereby deleted and replaced by the
following: “ Subsequently, the Original Guaranty was replaced
by the Floating Guaranty dated as of July 29, 2005. The delivery of
the Floating Guaranty was a condition precedent to Agent and
Lenders entering into the Revolving Loan
Agreement.”
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(d)
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Recital D is hereby amended to read as
follows:
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“D. The
Revolving Loan Agreement provides that the Floating Guaranty be
amended to reduce the amount of the guaranty to a fluctuating
amount equal to the lesser of $12,500,000 or the outstanding
balance of the Revolving Loan. The actual amount to be determined
as set forth hereinbelow.
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(e)
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Recital E is hereby deleted.
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(f)
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Section 3(b) of the Floating Guaranty is
amended
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