CREDIT AGREEMENT

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[Published CUSIP Number: ________________]








CREDIT AGREEMENT

Dated as of December 28, 2006

among

ALEXANDER & BALDWIN, INC.,
as the Borrower,

FIRST HAWAIIAN BANK,
as Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto,


BANK OF AMERICA, N.A.,
as Syndication Agent

FIRST HAWAIIAN BANK

and

BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Co-Book Managers

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TABLE OF CONTENTS

Section Page
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ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS........................1
1.01 Defined Terms...........................................1
1.02 Other Interpretive Provisions..........................15
1.03 Accounting Terms.......................................16
1.04 Rounding...............................................16
1.05 Times of Day...........................................16
1.06 Letter of Credit Amounts...............................16

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS..................16
2.01 Committed Loans........................................16
2.02 Borrowings, Conversions and Continuations of
Committed Loans........................................16
2.03 Letters of Credit......................................18
2.04 Swing Line Loans.......................................25
2.05 Prepayments............................................27
2.06 Termination or Reduction of Commitments................28
2.07 Repayment of Loans.....................................28
2.08 Interest...............................................28
2.09 Fees...................................................29
2.10 Computation of Interest and Fees.......................29
2.11 Evidence of Debt.......................................30
2.12 Payments Generally; Agent's Clawback...................30
2.13 Sharing of Payments by Lenders.........................31
2.14 Increase in Commitments................................32
2.15 Reallocation of Commitments Among this Agreement
and the Matson Credit Agreement........................33

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY.................34
3.01 Taxes..................................................34
3.02 Illegality.............................................35
3.03 Inability to Determine Rates...........................36
3.04 Increased Costs........................................36
3.05 Compensation for Losses................................37
3.06 Mitigation Obligations; Replacement of Lenders.........37
3.07 Survival...............................................38

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..............38
4.01 Conditions of Initial Credit Extension.................38
4.02 Conditions to all Credit Extensions....................39

ARTICLE V. REPRESENTATIONS AND WARRANTIES.........................40
5.01 Organization...........................................40
5.02 Financial Statements...................................40
5.03 Actions Pending........................................41
5.04 Outstanding Debt.......................................41
5.05 Title to Properties....................................41
5.06 Taxes..................................................41
5.07 Conflicting Agreements and Other Matters...............41
5.08 [Intentionally omitted]................................41
5.09 ERISA..................................................41
5.10 Government Consent.....................................42
5.11 Investment Company Status, Etc.........................42
5.12 Real Property Matters..................................42
5.13 Possession of Franchises, Licenses, Etc................42
5.14 Environmental and Safety Matters.......................42
5.15 Hostile Tender Offers..................................42
5.16 Employee Relations.....................................43
5.17 Regulations and Legislation............................43
5.18 Foreign Assets Control Regulations, Etc................43
5.19 Disclosure.............................................43

ARTICLE VI. AFFIRMATIVE COVENANTS..................................43
6.01 Financial Information..................................43
6.02 Inspection of Property.................................45
6.03 Covenant to Secure Obligations Equally.................45
6.04 Maintenance of Properties; Insurance...................45
6.05 Environmental and Safety Laws..........................46
6.06 Use of Proceeds........................................46
6.07 Maintenance of Ratings.................................46

ARTICLE VII. NEGATIVE COVENANTS.....................................46
7.01 Financial Covenants....................................46
7.02 Liens..................................................46
7.03 Loans and Advances.....................................47
7.04 Merger and Sale of Assets..............................48
7.05 Priority Debt..........................................49
7.06 Sale of Discount of Receivables........................49
7.07 Sale-Leasebacks........................................49
7.08 Transactions Holders of Partnership or Other
Equity Interests.......................................49
7.09 Use of Proceeds........................................50
7.10 Transfer of Assets to Subsidiaries.....................50
7.11 Sale of Stock and Debt of Subsidiaries.................50
7.12 Restricted Payments....................................50

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.........................50
8.01 Events of Default......................................50
8.02 Remedies Upon Event of Default.........................53
8.03 Application of Funds...................................53

ARTICLE IX. AGENT..................................................54
9.01 Appointment and Authority..............................54
9.02 Rights as a Lender.....................................54
9.03 Exculpatory Provisions.................................54
9.04 Reliance by Agent......................................55
9.05 Delegation of Duties...................................55
9.06 Resignation of Agent...................................55
9.07 Non-Reliance on Agent and Other Lenders................56
9.08 No Other Duties, Etc...................................56

ARTICLE X. MISCELLANEOUS..........................................56
10.01 Amendments, Etc........................................56
10.02 Notices; Effectiveness; Electronic Communication.......57
10.03 No Waiver; Cumulative Remedies.........................58
10.04 Expenses; Indemnity; Damage Waiver.....................59
10.05 Payments Set Aside.....................................60
10.06 Successors and Assigns.................................60
10.07 Treatment of Certain Information; Confidentiality......64
10.08 Right of Setoff........................................65
10.09 Interest Rate Limitation...............................65
10.10 Counterparts; Integration; Effectiveness...............65
10.11 Survival of Representations and Warranties.............65
10.12 Severability...........................................65
10.13 Replacement of Lenders.................................66
10.14 Governing Law; Jurisdiction; Etc.......................66
10.15 Waiver of Jury Trial...................................67
10.16 No Advisory or Fiduciary Responsibility................67
10.17 USA PATRIOT Act Notice.................................68


SCHEDULES

1.01A Indebtedness to be Repaid at Closing
1.01B Existing Letters of Credit
2.01 Commitments and Applicable Percentages
5.07 Conflicting Agreements
7.02 Existing Liens
10.02 Agent's Office; Certain Addresses for Notices


EXHIBITS

A Committed Loan Notice
B Swing Line Loan Notice
C Note
D Commitment Reallocation Notice
E Assignment and Assumption


<PAGE>


CREDIT AGREEMENT


This CREDIT AGREEMENT ("Agreement") is entered into as of December 28,
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2006, among ALEXANDER & BALDWIN, INC., a Hawaii corporation (the "Borrower"),
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each lender from time to time party hereto (collectively, the "Lenders" and
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individually, a "Lender"), and FIRST HAWAIIAN BANK, as Agent, Swing Line Lender
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and L/C Issuer.

The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms
shall have the meanings set forth below:

"Administrative Questionnaire" means an Administrative Questionnaire in
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a form supplied by the Agent.

"Affiliate" means, without duplication, any Person directly or
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indirectly controlling, controlled by, or under direct or indirect common
control with, the Borrower, except a Subsidiary. A Person shall be deemed to
control another Person if such first Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of
such other Person, whether through the ownership of voting securities, by
contract or otherwise.

"Agent" means First Hawaiian Bank in its capacity as administrative
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agent under any of the Loan Documents, or any successor administrative agent.

"Agent's Office" means the Agent's address and, as appropriate, account
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as set forth on Schedule 10.02, or such other address or account as the Agent
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may from time to time notify to the Borrower and the Lenders in writing.

"Aggregate Commitments" means the Commitments of all the Lenders. The
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initial amount of the Aggregate Commitments in effect on the Closing Date is
$225,000,000. The Aggregate Commitments may be increased or decreased from time
to time as provided herein, including as a result of a Commitment Reallocation.

"Aggregate Matson Commitments" means, as of any date of determination,
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the "Aggregate Commitments" (as such term is defined in the Matson Credit
Agreement) in effect on such date.

"Agreement" means this Credit Agreement.
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"Applicable Percentage" means with respect to any Lender at any time,
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the percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
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the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption or other
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documentation pursuant to which such Lender becomes a party hereto, as
applicable.

"Applicable Rate" means with respect to the Facility Fee, the
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Eurodollar Rate and the Letter of Credit Fee, from time to time, the following
percentages per annum, based upon the Debt Rating as set forth below:

Pricing Debt Ratings Facility Letter of
Level S&P/Moody's Fee Eurodollar Rate Credit Fee

1 A-/A3 or better 0.075% 0.225% 0.225%
2 BBB+/Baa1 0.100% 0.275% 0.275%
3 BBB/Baa2 0.125% 0.375% 0.375%
4 BBB-/Baa3 or worse 0.150% 0.475% 0.475%

(a) If the Borrower maintains more than one Debt Rating and
(i) the respective Debt Ratings differ by one level, then the Pricing
Level for the higher of such Debt Ratings shall apply (with the Debt
Rating for Pricing Level 1 being the highest and the Debt Rating for
Pricing Level 4 being the lowest); and (ii) if there is a split in Debt
Ratings of more than one level, then the Pricing Level that is one
level lower than the Pricing Level of the higher Debt Rating shall
apply; and (b) if the Borrower does not have any Debt Rating, Pricing
Level 4 shall apply.

Each change in the Applicable Rate resulting from a publicly announced change in
a Debt Rating shall be effective upon the public announcement thereof and shall
apply throughout the period ending on the date immediately preceding the
effective date of the next such change, if any.

"Approved Fund" means any Fund that is administered or managed by (a) a
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Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an
entity that administers or manages a Lender.

"Arranger" means First Hawaiian Bank, in its capacity as joint lead
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arranger and co-book manager.

"Assignee Group" means two or more Eligible Assignees that are
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affiliates of one another or two or more Approved Funds managed by the same
investment advisor.

"Assignment and Assumption" means an assignment and assumption entered
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into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.06(b)), and accepted by the Agent, in substantially the
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form of Exhibit E or any other form approved by the Agent.
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"Audited Financial Statements" means the audited consolidated balance
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sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2005, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

"Authorized Officer" means any officer of the Borrower designated as an
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"Authorized Officer" for the purpose of this Agreement in a certificate executed
by one of the Borrower's then existing Authorized Officers (as previously
identified to the Agent). Any action taken under this Agreement on behalf of the
Borrower by any individual who on or after the date of this Agreement shall have
been an Authorized Officer of the Borrower and whom the Agent or any of the
Lenders in good faith believes to be an Authorized Officer of the Borrower at
the time of such action shall be binding on the Borrower even though such
individual shall have ceased to be an Authorized Officer of the Borrower, unless
the Borrower shall have provided the Agent with a certificate executed by one of
the Borrower's then existing Authorized Officers (as previously identified to
the Agent) indicating that such individual is no longer an "Authorized Officer."

"Availability Period" means the period from and including the Closing
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Date to the earliest of (a) the Maturity Date, (b) the date of termination of
the Aggregate Commitments pursuant to Section 2.06, and (c) the date of
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termination of the commitment of each Lender to make Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
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"Base Rate" means for any day a fluctuating rate per annum equal to the
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higher of (a) the Federal Funds Rate for borrowings by national banks as
determined by the Agent plus one-half of one percent (1/2%) or (b) the lending
rate of interest per annum announced publicly by First Hawaiian Bank from time
to time as its "Prime Interest Rate", which rate shall not necessarily be the
best or the lowest rate charged by First Hawaiian Bank from time to time. In the
event that any time or times the prime interest rate is discontinued and
replaced by First Hawaiian Bank by a comparable rate (hereinafter called the
"Comparable Rate"), then for purposes hereof, the Comparable Rate shall be
substituted in place of the discontinued rate; provided, however that if there
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is no replacement of the discontinued rate by a Comparable Rate, then the
discontinued rate shall be replaced by the primary index rate from time to time
established by First Hawaiian Bank for the guidance of its lending officers in
pricing commercial loans.

"Base Rate Loan" means a Committed Loan that bears interest based on
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the Base Rate.

"Borrower" has the meaning specified in the introductory paragraph
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hereto.

"Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as
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the context may require.

"Business Day" means any day other than a Saturday, Sunday or other day
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on which commercial banks are authorized to close under the laws of, or are in
fact closed in, Honolulu, Hawaii or the state where the Agent's Office is
located and, if such day relates to any Eurodollar Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.

"Capitalized Lease Obligation" means, with respect to any Person, any
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rental obligation of such Person which, under GAAP, is or will be required to be
capitalized on the books of such Person, taken at the amount thereof accounted
for as indebtedness (net of interest expense) in accordance with such
principles.

"Change in Law" means the occurrence, after the date of this Agreement,
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of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority (including any change in any requirements to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency funds
or deposits (currently known as "Eurocurrency liabilities")) or (c) the making
or issuance of any request, guideline or directive (whether or not having the
force of law) by any Governmental Authority.

"Change of Control" means an event or series of events by which: (a)
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any "person" or "group" (as such terms are used in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934, directly or indirectly, of more than
50% of the equity securities of the Borrower entitled to vote for members of the
board of directors of the Borrower on a fully-diluted basis; or (b) during any
period of 24 consecutive months, a majority of the members of the board of
directors of the Borrower cease to be composed of individuals who were either
(i) nominated by the management of the Borrower or by persons who were members
of that board of directors as of the Closing Date or members elected by a
majority of such members or (ii) appointed by directors so nominated.

"Closing Date" means December 28, 2006.
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"Code" means the Internal Revenue Code of 1986.
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"Commitment" means, as to each Lender, its obligation to (a) make
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Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase
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participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 or in
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the Assignment and Assumption or other documentation pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.

"Commitment Reallocation" has the meaning specified in Section 2.15.
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"Commitment Reallocation Notice" means a request by the Borrower for a
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Commitment Reallocation pursuant to Section 2.15 substantially in the form of
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Exhibit D.
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"Committed Borrowing" means a borrowing consisting of simultaneous
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Committed Loans of the same Type and, in the case of Eurodollar Loans, having
the same Interest Period made by each of the Lenders pursuant to Section 2.01.
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"Committed Loan" has the meaning specified in Section 2.01.
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"Committed Loan Notice" means a notice of (a) a Committed Borrowing,
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(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Loans, pursuant to Section 2.02(a), which, if in
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writing, shall be substantially in the form of Exhibit A.
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"Consolidated Interest Expense" means the sum of all amounts that
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would, in accordance with GAAP, be deducted in computing Consolidated Net Income
for the fiscal periods in question on account of interest, including without
limitation, imputed interest in respect of Capitalized Lease Obligations, fees
in respect of letters of credit and bankers' acceptance financing and
amortization of debt discount and expense.

"Consolidated Net Income" means the consolidated gross revenues of the
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Borrower and Subsidiaries for the period in question, less all operating and
non-operating expenses, including all charges of a proper character (including
current and deferred taxes on income, provision for taxes on unremitted foreign
earnings which are included in gross revenues, and current additions to
reserves), but not including in gross revenues any (i) gains (net of expenses
and taxes applicable thereto) in excess of losses resulting from the sale,
conversion, exchange or other disposition of capital assets (i.e., assets other
than current assets) other than real property sold for cash, cash equivalents or
other property or tangible assets by the Borrower or the Property Subs in the
ordinary course of their Property Development Activities, (ii) gains resulting
from the write-up of assets, (iii) equity in the unremitted earnings of any
other Person (other than of Subsidiaries) or (iv) net income, gain or loss
during such period from any change in accounting, from any Discontinued
Operations or the disposition thereof, from any extraordinary events or from any
prior period adjustments, all determined in accordance with GAAP.

"Consolidated Net Income Before Taxes" means Consolidated Net Income
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for the period in question plus the sum of all deferred and current Federal,
state, local and foreign taxes that are deducted in accordance with GAAP in
computing Consolidated Net Income for such period.

"Consolidated Shareholders' Equity" means, at any time of determination
---------------------------------
thereof, for the Borrower and Subsidiaries determined in accordance with GAAP,
the sum of (i) consolidated shareholders' equity, and (ii) any consolidated
mezzanine equity (or other temporary or non-permanent equity) resulting from the
application of Statement of Financial Accounting Standards No. 123R, and related
stock based compensation awards issued to management which are puttable upon a
change of control; any determination of Consolidated Shareholders' Equity shall
exclude all non-cash adjustments to Consolidated Shareholders' Equity resulting
from the application of Statement of Financial Accounting Standards No. 158
(Employers' Accounting for Defined Benefit Pension and Other Postretirement
Benefit Plans), provided that for periods ending on or before December 31, 2006,
such non-cash adjustments shall not exceed $50,000,000.

"Consolidated Total Assets" means, at any time of determination
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thereof, the consolidated total assets of the Borrower and Subsidiaries
determined in accordance with GAAP.

"Credit Extension" means each of the following: (a) a Borrowing and
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(b) an L/C Credit Extension.

"Debt" means, as to any Person at the time of determination thereof
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without duplication, (a) any indebtedness of such Person (i) for borrowed money,
including commercial paper and revolving credit lines, (ii) evidenced by bonds,
debentures or notes or otherwise representing extensions of credit, whether or
not representing obligations for borrowed money or (iii) for the payment of the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, regardless of when such liability or
other obligation is due and payable, (b) Capitalized Lease Obligations of such
Person, (c) Guarantees, assumptions and endorsements by such Person (other than
endorsements of negotiable instruments for collection in the ordinary course of
business) of Debt of another Person of the types described in clauses (a) and
(b) hereof, and (d) Debt of another Person of the types described in clauses (a)
and (b) hereof that is secured by Liens on the property or other assets of such
Person. "Debt" shall not include (i) a reimbursement obligation incurred in
connection with a standby letter of credit issued in support of trade payables
or as condition to receiving a governmental entitlement, a performance bond or a
performance guaranty, in each case to the extent such reimbursement obligation
is contingent or (ii) in the case of the Borrower, a Guarantee of up to
$25,000,000 of revolving debt of Hawaii Sugar & Transportation Cooperative.

"Debt to EBITDA Ratio" means, as at any time of determination thereof,
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the ratio of (i) all Debt of the Borrower and Subsidiaries on a consolidated
basis to (ii) EBITDA for the four consecutive fiscal quarter period then most
recently ended.

"Debt Rating" means, as of any date of determination, the non-credit
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enhanced, senior unsecured long-term debt rating as determined by S&P or Moody's
(collectively, the "Debt Ratings") of the Borrower.
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"Debtor Relief Laws" means the Bankruptcy Code of the United States,
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and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

"Default" means any event or condition that constitutes an Event of
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Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

"Default Rate" means (a) when used with respect to Obligations other
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than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
----
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
----
per annum; provided, however, that with respect to a Eurodollar Loan, the
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Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum.
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"Defaulting Lender" means any Lender that (a) has failed to fund any
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portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (b) has otherwise failed to pay over to the Agent or any
other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute or
unless such failure has been cured, or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.

"Discontinued Operations" shall have the meaning provided pursuant to
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GAAP, provided that any sale or condemnation of real estate which is treated as
a discontinued operation pursuant to GAAP shall be treated as a sale of a
continuing operation to the extent the net proceeds of such sale or condemnation
have been reinvested in real estate within twelve months from the date of sale
or condemnation.

"Dollar" and "$" mean lawful money of the United States.
------ -

"EBITDA" means, for any period, Consolidated Net Income Before Taxes
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for such period plus, to the extent deducted in the calculation thereof,
Consolidated Interest Expense, depreciation and amortization.

"Eligible Assignee" means any Person that meets the requirements to be
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an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents,
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if any, as may be required under Section 10.06(b)(iii)).
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"Environmental and Safety Laws" means all Federal, state and local
-----------------------------
laws, regulations and ordinances, relating to the discharge, handling,
disposition or treatment of Hazardous Materials and other substances or the
protection of the environment or of employee health and safety, including,
without limitation, CERCLA, the Hazardous Materials Transportation Act
(49 U.S.C. Section 1801 et. seq.), the Resource Conservation and Recovery Act
(42 U.S.C. Section 6901 et. seq.), the Federal Water Pollution Control Act (33
U.S.C. Section 1251 et. seq.), the Clean Air Act (42 U.S.C. Section 7401 et.
seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et. seq.), the
Occupational Safety and Health Act (29 U.S.C. Section 651 et. seq.) and the
Emergency Planning and Community Right-To-Know Act (42 U.S.C. Section 11001 et.
seq.).

"Environmental Liabilities and Costs" means as to any Person, all
-----------------------------------
liabilities, obligations, responsibilities, remedial actions, losses, damages,
punitive damages, consequential damages, treble damages, contribution, cost
recovery, costs and expenses (including all fees, disbursements and expenses of
counsel, expert and consulting fees, and costs of investigation and feasibility
studies), fines, penalties, sanctions and interest incurred as a result of any
claim or demand, by any Person, whether based in contract, tort, implied or
express warranty, strict liability, criminal or civil statute, permit, order or
agreement with any Federal, state or local governmental authority or other
Person, arising from environmental, health or safety conditions, or the release
or threatened release of a contaminant, pollutant or Hazardous Material into the
environment, resulting from the operations of such Person or its subsidiaries,
or breach of any Environmental and Safety Law or for which such Person or its
subsidiaries is otherwise liable or responsible.

"ERISA" means the Employee Retirement Income Security Act of 1974.
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"ERISA Affiliate" means any corporation which is a member of the same
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controlled group of corporations as the Borrower within the meaning of section
414(b) of the Code, or any trade or business which is under common control with
the Borrower within the meaning of section 414(c) of the Code.

"Eurodollar Loan" means a Committed Loan that bears interest at a rate
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based on the Eurodollar Rate.

"Eurodollar Rate" means, for any Interest Period with respect to a
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Eurodollar Loan, the rate per annum equal to the British Bankers Association
LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially
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available source providing quotations of BBA LIBOR as designated by the Agent
from time to time) at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period. If such rate is not available at such time for any reason,
then the "Eurodollar Rate" for such Interest Period shall be the rate per annum
determined by the Agent to be the rate at which deposits in Dollars for delivery
on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Loan being made, continued or converted and with a term
equivalent to such Interest Period would be offered to the Agent by major banks
in the London interbank eurodollar market at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.

"Event of Default" has the meaning specified in Section 8.01.
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"Excluded Taxes" means, with respect to the Agent, any Lender, the L/C
--------------
Issuer or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable Lending Office is located, (b) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction in which
the Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 10.13), any
-------------
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender's failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e), except to
---------------
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 3.01(a).
---------------

"Existing Indebtedness" means the obligations of the Borrower
---------------------
identified on Schedule 1.01A.
--------------

"Existing Letters of Credit" means those letters of credit set forth on
--------------------------
Schedule 1.01B.
--------------

"Federal Funds Rate" means, for any day, the rate per annum equal to
------------------
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
--------
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to First
Hawaiian Bank on such day on such transactions as determined by the Agent.

"Fee Letter" means the administrative fee letter agreement, dated
----------
October 3, 2006, among the Borrower, the Agent and the Arranger.

"Foreign Lender" means any Lender that is organized under the laws of a
--------------
jurisdiction other than that in which the Borrower is resident for tax purposes.
For purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

"FRB" means the Board of Governors of the Federal Reserve System of the
---
United States.

"Fund" means any Person (other than a natural person) that is (or will
----
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

"GAAP" means generally accepted accounting principles in the United
----
States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

"Governmental Authority" means the government of the United States or
----------------------
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

"Guarantee" means, without duplication, any obligation, contingent or
---------
otherwise, of any Person guaranteeing or having the economic effect of
guaranteeing any Debt or other obligation of any other Person (the primary
obligor) in any manner, directly or indirectly, and including any obligation:
(a) to make any loan, advance or capital contribution, or for the purchase of
any property from, any Person, in each case for the purpose of enabling such
Person to maintain working capital, net worth or any other balance sheet
condition or to pay debts, dividends or expenses except for advances, deposits
and initial payments made in the usual and ordinary course of business for the
purchase or acquisition of property or services; (b) to purchase materials,
supplies or other property or services if such obligation requires that payment
for such materials, supplies or other property or services be made regardless of
whether or not delivery of such materials, supplies or other property or
services is ever made or tendered; (c) to rent or lease (as lessee) any real or
personal property (except for leases in effect on December 31, 2005) if such
obligation is absolute and unconditional under conditions not customarily found
in commercial leases then in general use; or (d) of any partnership or joint
venture in which such Person is a general partner or joint venturer if such
obligation is not expressly non-recourse to such Person; but excluding a
completion guarantee issued in connection with a real estate development project
to the extent contingent and not constituting a direct or indirect obligation to
re-pay Debt.

"Hazardous Materials" means (a) any material or substance defined as or
-------------------
included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "toxic substances" or any other formulations intended to
define, list or classify substances by reason of their deleterious properties,
(b) any oil, petroleum or petroleum derived substance, (c) any flammable
substances or explosives, (d) any radioactive materials, (e) asbestos in any
form, (f) electrical equipment that contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per
million, (g) pesticides or (h) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any governmental agency
or authority or which may or could pose a hazard to the health and safety of
persons in the vicinity thereof.

"Indemnified Taxes" means Taxes other than Excluded Taxes.
-----------------

"Indemnitees" has the meaning specified in Section 10.04(b).
----------- ----------------

"Information" has the meaning specified in Section 10.07.
----------- -------------

"Interest Payment Date" means, (a) as to any Eurodollar Loan, the last
---------------------
day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a Eurodollar Loan exceeds
-------- -------
three months, the respective dates that fall every three months after the
beginning of such Interest Period shall also be Interest Payment Dates; (b) as
to any Base Rate Loan, the first Business Day after the end of each March, June,
September and December and the Maturity Date; and (c) as to any Swing Line Loan,
the date(s) agreed by the Swing Line Lender and the Borrower after the giving of
a Swing Line Notice by the Borrower and before the making of a Swing Line Loan
by the Swing Line Lender.

"Interest Period" means, as to each Eurodollar Loan, the period
---------------
commencing on the date such Eurodollar Loan is disbursed or converted to or
continued as a Eurodollar Loan and ending on the date two weeks or one, two,
three or six months thereafter, as selected by the Borrower in its Committed
Loan Notice; provided that:
--------

(i) any Interest Period that would otherwise end on a day that
is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity
Date.

"ISP" means, with respect to any Letter of Credit, the "International
---
Standby Practices 1998" published by the International Chamber of Commerce
Publication 590 (or such later version thereof as may be in effect at the time
of issuance).

"Issuer Documents" means with respect to any Letter of Credit, the
----------------
Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor
the L/C Issuer and relating to such Letter of Credit.

"L/C Credit Extension" means, with respect to any Letter of Credit, the
--------------------
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

"L/C Issuer" means, as the context requires, (a) First Hawaiian Bank in
----------
its capacity as issuer of Letters of Credit hereunder (including certain
Existing Letters of Credit), (b) solely with respect to (i) certain Existing
Letters of Credit issued by Bank of America, N.A. and (ii) to the extent that
First Hawaiian Bank is unable to issue such Letters of Credit hereunder, Bank of
America, N.A., as issuer of such Letters of Credit, and (c) any successor issuer
of Letters of Credit hereunder.

"L/C Obligations" means, as at any date of determination, the aggregate
---------------
amount available to be drawn under all outstanding Letters of Credit plus the
----
aggregate of all Unreimbursed Amounts. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.06. For all purposes of
------------
this Agreement, if on any date of determination a Letter of Credit has expired
by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be
"outstanding" in the amount so remaining available to be drawn.

"Lender" has the meaning specified in the introductory paragraph hereto
------
and, as the context requires, includes the Swing Line Lender.

"Lending Office" means, as to any Lender, the office or offices of such
--------------
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Borrower
and the Agent.

"Letter of Credit" means any letter of credit issued hereunder and
----------------
shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

"Letter of Credit Application" means an application and agreement for
----------------------------
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

"Letter of Credit Expiration Date" means the day that is seven days
--------------------------------
prior to the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).

"Letter of Credit Fee" has the meaning specified in Section 2.03(i).
-------------------- ---------------

"Letter of Credit Sublimit" means an amount equal to the lesser of (a)
-------------------------
$100,000,000 and (b) the Aggregate Commitments. The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Commitments.

"Lien" means any mortgage, deed of trust, pledge, security interest,
----
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any purchase money mortgage, conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of or
agreement to give any financing statement (exclusive of filings for
precautionary purposes only) under the Uniform Commercial Code of any
jurisdiction).

"Loan" means an extension of credit by a Lender to the Borrower under
----
Article II in the form of a Committed Loan or a Swing Line Loan.
----------

"Loan Documents" means this Agreement, each Note, each Issuer Document,
--------------
and the Fee Letter.

"Material Adverse Effect" means (a) a material adverse change in, or a
-----------------------
material adverse effect upon, on the business, condition (financial or
otherwise) or operations of the Borrower and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of the Borrower to perform its
obligations under any Loan Document; or (c) a material adverse effect on the
material rights and remedies of the Lenders, which material adverse effect was
not caused by any Lender.

"Matson" means Matson Navigation Company, Inc., a wholly owned
------
subsidiary of the Borrower.

"Matson Credit Agreement" means that certain credit agreement dated as
-----------------------
of the date hereof among Matson Navigation Company, Inc., as borrower, the
lenders party thereto and First Hawaiian Bank, as administrative agent.

"Matson Subsidiary" means any Subsidiary a majority of the Voting Stock
-----------------
of which is owned by Matson, either directly or through Matson Subsidiaries.

"Maturity Date" means December 28, 2011. If such date is not a
-------------
Business Day, the Maturity Date shall be the next preceding Business Day.

"Moody's" means Moody's Investors Service, Inc. and any successor
-------
thereto.

"Multiemployer Plan" means any Plan which is a "multiemployer plan" (as
------------------
such term is defined in section 4001(a)(3) of ERISA).

"Net Operating Income from Unencumbered Investment Properties" means,
------------------------------------------------------------
for any period, the consolidated revenues attributable to Unencumbered
Investment Properties less operating expenses, real property taxes, taxes on
gross revenue, common area maintenance expenses, ground and other rents, other
rental expenses, and charges for property management related thereto, but in no
event shall take into account tenant deposits, refunds of tenant deposits,
tenant improvements paid for by the Borrower or Subsidiaries, reimbursement by
tenants to the Borrower or Subsidiaries for tenant improvements paid for by the
Borrower or Subsidiaries, allowances for bad debts, gains or losses from the
sales of leased property, depreciation and amortization, overhead allocations
that are not directly associated with the property, or state and federal income
taxes.

"non-Matson Subsidiaries" means Subsidiaries of the Borrower other than
-----------------------
Matson, any successor thereof and Matson Subsidiaries.

"Note" means a promissory note made by the Borrower in favor of a
----
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit C.
---------

"Obligations" means all advances to, and debts, liabilities,
-----------
obligations, covenants and duties of, the Borrower arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising under any
Loan Document and including interest and fees that accrue after the commencement
by or against the Borrower or any Subsidiary or Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

"Officer's Certificate" means a certificate signed in the name of the
---------------------
Borrower by an Authorized Officer of the Borrower.

"Outstanding Amount" means (i) with respect to Committed Loans and
------------------
Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.

"Participant" has the meaning specified in Section 10.06(d).
----------- ----------------

"PBGC" means the Pension Benefit Guaranty Corporation.
----

"Permitted Assets" means (a) where any Property Sub or any assets of a
----------------
Property Sub or of the Borrower (other than capital stock of Matson or any
successor thereof) have been sold or otherwise transferred, assets, including
real estate, to be used by the Borrower or any Property Sub in conducting
Property Development Activities, the Property Management Business or the food
products business and (b) in all other instances, assets, including real estate,
to be used in conducting Property Development Activities, the Property
Management Business, the food products business or the ocean transportation
business.

"Permitted Debt" means (a) any unsecured Debt of the Borrower or a
--------------
Subsidiary (exclusive of Debt owed to the Borrower or a Subsidiary) as selected
by the Borrower, so long as the aggregate amount of all proceeds from sales or
other dispositions which are made after December 31, 2005 pursuant to clauses
(d), (e) or (f) of Section 7.04 and that are applied to the prepayment such
------------
unsecured debt pursuant to this clause (a), do not exceed $150,000,000 and (b)
after the $150,000,000 basket in clause (a) has been fully utilized, all
unsecured Debt of the Borrower and Subsidiaries (exclusive of any Debt owed to
the Borrower or a Subsidiary thereof) on a pro rata basis.

"Person" means any natural person, corporation, limited liability
------
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

"Plan" means any "employee pension benefit plan" (as such term is
----
defined in section 3 of ERISA) which is or has been established or maintained,
or to which contributions are or have been made, by the Borrower or any ERISA
Affiliate.

"Priority Debt" means, at any time of determination and without
-------------
duplication, the sum of (a) Debt secured by Liens incurred pursuant to Section
-------
7.02(f), plus (b) Debt of the Borrower or any non-Matson Subsidiary owed to
------- ----
Matson, any successor thereof or a Matson Subsidiary (other than for cash
management purposes in accordance with the Borrower's standard cash management
policies) plus (c) Debt of Subsidiaries (other than (i) Guarantees of Debt of
the Borrower so long as each such Subsidiary has guaranteed the Obligations,
(ii) Guarantees by Matson and Matson Subsidiaries of Debt of Matson, Matson
Subsidiaries and Third Parties and (iii) Debt of a non-Matson Subsidiary to
Matson or a Matson Subsidiary that was incurred for cash management purposes in
accordance with the Borrower's standard cash management policies and (iv) Debt
of Matson and Matson Subsidiaries (A) of the type specified in Section 7.02(c)
---------------
or (B) that is unsecured and is not (1) guaranteed by the Borrower or any
non-Matson Subsidiary or (2) a Guarantee by Matson, any successor or any Matson
Subsidiary of Debt of the Borrower or any non-Matson Subsidiary).

"Priority Debt Limit" means, at any time of determination, the sum of
-------------------
(i) $155,000,000 and (ii) $2,500,000 multiplied by the number of complete fiscal
quarters ended subsequent to June 30, 2006.

"Property Development Activities" means land acquisition and
-------------------------------
development activities, the principal objective of which is to acquire and
develop real property for sale or other disposition.

"Property Management Business" means the managing, leasing, selling and
----------------------------
purchasing of real property.

"Property Subs" means non-Matson Subsidiaries that exist on the date
-------------
hereof or that are subsequently formed or acquired and, in each case, whose
principal business activities are to engage in Property Development Activities.

"Register" has the meaning specified in Section 10.06(c).
-------- ----------------

"Related Parties" means, with respect to any Person, such Person's
---------------
affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's affiliates.

"Request for Credit Extension" means (a) with respect to a Borrowing,
----------------------------
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

"Required Lenders" means, as of any date of determination, Lenders
----------------
having more than 50% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Lenders holding in the
------------
aggregate more than 50% of the Total Outstandings (with the aggregate amount of
each Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
--------
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

"Responsible Officer" means each of the treasurer, the chief financial
-------------------
officer and chief legal officer of the Borrower and any other officer of the
Borrower whose responsibilities include monitoring the Borrower's compliance
with the provisions of this Agreement. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of the Borrower and such Responsible Officer shall be
conclusively presumed to have acted on behalf of the Borrower.

"Restricted Payments" has the meaning specified in Section 7.12.
------------------- ------------

"S&P" means Standard & Poor's Ratings Services, a division of The
---
McGraw-Hill Companies, Inc. and any successor thereto.

"SEC" means the Securities and Exchange Commission, or any Governmental
---
Authority succeeding to any of its principal functions.

"Significant Subsidiary" means any direct or indirect Subsidiary of the
----------------------
Borrower, the net worth of which is, on the date of determination, 5% or more of
Consolidated Shareholders' Equity.

"Subsidiary" means, as to any Person, any company, whether operating as
----------
a corporation, joint venture, partnership, limited liability company or other
entity, which is consolidated with such Person in accordance with GAAP. Unless
otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
--------------------
to Section 2.04.
------------

"Swing Line Lender" means First Hawaiian Bank in its capacity as
-----------------
provider of Swing Line Loans, or any successor swing line lender hereunder.

"Swing Line Loan" has the meaning specified in Section 2.04(a).
--------------- ---------------

"Swing Line Loan Notice" means a notice of a Swing Line Borrowing
----------------------
pursuant to Section 2.04(b), which, if in writing, shall be substantially in the
---------------
form of Exhibit B.
---------

"Swing Line Sublimit" means an amount equal to the lesser of (a)
-------------------
$30,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

"Taxes" means all present or future taxes, levies, imposts, duties,
-----
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

"Third Party" means any Person other than the Borrower and its
-----------
Subsidiaries.

"Total Investment Property Value" means, as of any date of
-------------------------------
determination, the aggregate book value of all developed real estate owned in
fee by the Borrower and non-Matson Subsidiaries, in each case as of the date of
acquisition or completion of construction thereof.

"Total Outstandings" means the aggregate Outstanding Amount of all
------------------
Loans and all L/C Obligations.

"Type" means, with respect to a Committed Loan, its character as a Base
----
Rate Loan or a Eurodollar Loan.

"Undeveloped Land" means (a) land owned in fee by the Borrower or any
----------------
Subsidiary (exclusive of Matson and Matson Subsidiaries) as of December 31, 2005
which at the time of determination has not been developed for commercial or
residential purposes, (b) land acquired by the Borrower or any Subsidiary
(exclusive of Matson and Matson Subsidiaries) subsequent to December 31, 2005
pursuant to a Code section 1031 like-kind exchange (in exchange for land
described in clause (a) or (b) of this definition) which at the time of
determination has not been developed for commercial or residential purposes, or
(c) capital stock or other equity interests of a Subsidiary which owns as its
principal asset, directly or indirectly, Undeveloped Land described in clause
(a) or (b) of this definition.

"Unencumbered Investment Properties" means developed real estate owned
----------------------------------
in fee by the Borrower and non-Matson Subsidiaries which is not subject to a
mortgage or any other Lien, other than Liens described in clauses (a) or (b) of
Section 7.02.
------------

"Unencumbered Investment Property Value" means, as of any date of
--------------------------------------
determination, the aggregate book value of all Unencumbered Investment
Properties, in each case as of the date of acquisition or completion of
construction thereof.

"United States" and "U.S." mean the United States of America.
------------- ----

"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).
------------------- ------------------

"Voting Stock" means any shares of stock (or comparable equity
------------
securities) whose holders are entitled under ordinary circumstances to vote for
the election of directors (or comparable persons), irrespective of whether at
the time stock (or comparable equity securities) of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency.

1.02 Other Interpretive Provisions. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

(a) The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and
------- --------
"including" shall be deemed to be followed by the phrase "without
---------
limitation." The word "will" shall be construed to have the same
----
meaning and effect as the word "shall." Unless the context requires
-----
otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any articles of incorporation,
bylaws or similar organizational documents) shall be construed as
referring to such agreement, instrument or other document as from time
to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein or in any other Loan Document), (ii) any reference herein to any
Person shall be construed to include such Person's successors and
assigns, (iii) the words "herein," "hereof" and "hereunder," and words
------ ------ ---------
of similar import when used in any Loan Document, shall be construed to
refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles,
Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law
shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any
law or regulation shall, unless otherwise specified, refer to such law
or regulation as amended, modified or supplemented from time to time,
and (vi) the words "asset" and "property" shall be construed to have
----- --------
the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts
and contract rights.

(b) In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
--------
including;" the words "to" and "until" each mean "to but excluding;"
--------- -- ----- ----------------
and the word "through" means "to and including."
------- ----------------

(c) Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

(d) All covenants hereunder shall be given independent effect
so that if a particular action or condition is prohibited by any one of
such covenants, the fact that it would be permitted by an exception to,
or otherwise be in compliance within the limitations of, another
covenant shall not (i) avoid the occurrence of a Default if such action
is taken or such condition exists or (ii) in any way prejudice an
attempt by the Agent to prohibit, through equitable action or otherwise
the taking of any action by the Borrower or any Subsidiary that would
result in a Default. For the avoidance of doubt, if a particular action
or condition is expressly permitted by an exception to a covenant and
is not expressly prohibited by another provision in the same covenant,
the taking of such action or the existence of such condition shall not
result in a Default under such covenant.

1.03 Accounting Terms. (a) Generally. All accounting terms not
---------
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, except as otherwise specifically prescribed herein.
------

(b) Changes in GAAP. If at any time any change in GAAP would affect the
---------------
computation of any financial ratio or requirement set forth in any Loan
Document, the Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, such ratio or requirement shall continue to be
-------- ----
computed in accordance with GAAP prior to such change therein.

1.04 Rounding. Any financial ratios required to be maintained by
the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references
herein to times of day shall be references to Hawaii time (daylight or standard,
as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified herein,
the amount of an outstanding Letter of Credit at any time shall be deemed to be
the stated amount of such Letter of Credit in effect at such time; provided,
--------
however, that with respect to any Letter of Credit that, by its terms or the
-------
terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof without the consent of the L/C Issuer,
the amount of such Letter of Credit shall be deemed to be the maximum stated
amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a
"Committed Loan") to the Borrower from time to time, on any Business Day during
--------------
the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender's Commitment; provided, however, that
-------- -------
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender, plus such Lender's Applicable Percentage
----
of the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable
----
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
the amount of such Lender's Commitment. Subject to the terms and conditions
hereof, the Borrower may borrow Committed Loans under this Section 2.01, repay
------------
or prepay such Committed Loans, reborrow such Committed Loans and borrow other
Committed Loans under this Section 2.01. Committed Loans may be Base Rate Loans
------------
or Eurodollar Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Committed Loans.

(a) Each Committed Borrowing, each conversion of Committed Loans from
one Type to the other, and each continuation of Eurodollar Loans shall be made
upon the Borrower's irrevocable notice to the Agent, which may be given by
telephone. Each such notice must be received by the Agent not later than 11:00
a.m. (i) four Business Days prior to the requested date of any Borrowing of
Eurodollar Loans and (ii) three Business Days prior to the requested date of any
Borrowing of Base Rate Loans, of any conversion to or continuation of Eurodollar
Loans or of any conversion of Eurodollar Loans to Base Rate Loans. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be
---------------
confirmed promptly (and in any event within one (1) Business Day) by delivery to
the Agent of a written Committed Loan Notice, appropriately completed and signed
by an Authorized Officer of the Borrower. Each Borrowing of, conversion to or
continuation of Eurodollar Loans shall be in a principal amount of $5,000,000 or
a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections
--------
2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be
------- -------
in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurodollar Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation of a Eurodollar Loan, then the
applicable Committed Loan shall be made as, or converted to, Base Rate Loans,
unless such Committed Loan was a Eurodollar Loan, in which case such Committed
Loan shall be continued as a Eurodollar Loan with an Interest Period of one
month. Any such automatic conversion to a Base Rate Loan and any such
continuation of a Eurodollar Loan, in either case, shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable
Eurodollar Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Loans in any such Committed Loan Notice, but the
Borrower fails to specify an Interest Period for such Committed Loan or
continuation of a Eurodollar Loan, it will be deemed to have specified an
Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Agent shall
promptly notify each Lender of the amount of its Applicable Percentage of the
applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans or continuation of
Eurodollar Loans described in the preceding subsection. In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Agent in immediately available funds at the Agent's Office not
later than 10:00 a.m. on the Business Day specified in the applicable Committed
Loan Notice. Upon satisfaction of the applicable conditions set forth in Section
-------
4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the
---- ------------
Agent shall make all funds so received available to the Borrower in like funds
as received by the Agent either by (i) crediting the account of the Borrower on
the books of First Hawaiian Bank with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Agent by the Borrower.

(c) Except as otherwise provided herein, a Eurodollar Loan may be
continued or converted only on the last day of an Interest Period for such
Eurodollar Loan. During the existence of a Default, no Loans may be requested
as, converted to or continued as Eurodollar Loans without the consent of the
Required Lenders.

(d) The Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Loans upon
determination of such interest rate. At any time that Base Rate Loans are
outstanding, the Agent shall notify the Borrower and the Lenders of any change
in First Hawaiian Bank's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

(e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in
effect at any single time with respect to Eurodollar Loans.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.
-------------------------------

(i) Subject to the terms and conditions set forth herein, (A)
the L/C Issuer agrees, in reliance upon the agreements of the Lenders
set forth in this Section 2.03, (1) from time to time on any Business
------------
Day during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue Letters of Credit for the account of the
Borrower or any of its Subsidiaries, and to amend or extend Letters of
Credit previously issued by it, in accordance with subsection (b)
below, and (2) to honor drawings under the Letters of Credit; and (B)
the Lenders severally agree to participate in Letters of Credit issued
for the account of the Borrower or its Subsidiaries and any drawings
thereunder; provided that after giving effect to any L/C Credit
--------
Extension with respect to any Letter of Credit, (x) the Total
Outstandings shall not exceed the Aggregate Commitments, (y) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus
----
such Lender's Applicable Percentage of the Outstanding Amount of all
L/C Obligations, plus such Lender's Applicable Percentage of the
----
Outstanding Amount of all Swing Line Loans shall not exceed such
Lender's Commitment, and (z) the Outstanding Amount of the L/C
Obligations shall not exceed the Letter of Credit Sublimit. Each
request by the Borrower for the issuance or amendment of a Letter of
Credit shall be deemed to be a representation by the Borrower that the
L/C Credit Extension so requested complies with the conditions set
forth in the proviso to the preceding sentence. Subject to the terms
and conditions hereof, the Borrower's ability to obtain Letters of
Credit shall be fully revolving. All Existing Letters of Credit shall
be deemed to have been issued pursuant hereto, and from and after the
Closing Date shall be subject to and governed by the terms and
conditions hereof.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) subject to Section 2.03(b)(iii), the expiry date
--------------------
of such requested Letter of Credit would occur more than
twelve months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date; or

(B) the expiry date of such requested Letter of
Credit would occur after the Letter of Credit Expiration Date,
unless all the Lenders have approved such expiry date.

(iii) The L/C Issuer shall not be under any obligation to
issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin
or restrain the L/C Issuer from issuing such Letter of Credit,
or any law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the L/C Issuer
shall prohibit, or request that the L/C Issuer refrain from,
the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with
respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the L/C Issuer is not otherwise
compensated hereunder) not in effect on the Closing Date, or
shall impose upon the L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the Closing Date and
which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit would
violate one or more policies of the L/C Issuer applicable to
letters of credit generally;

(C) except as otherwise agreed by the Agent and the
L/C Issuer, such Letter of Credit is in an initial stated
amount less than $100,000, in the case of a commercial Letter
of Credit, or $100,000, in the case of a standby Letter of
Credit;

(D) such Letter of Credit is to be denominated in a
currency other than Dollars; or

(E) a default by any Lender of its obligations to
fund under Section 2.03(c) exists or any Lender is at such
---------------
time a Defaulting Lender hereunder, unless the L/C Issuer has
entered into satisfactory arrangements with the Borrower or
such Lender to eliminate the L/C Issuer's risk with respect to
such Lender.

(iv) The L/C Issuer shall not amend any Letter of Credit if
the L/C Issuer would not be permitted at such time to issue such Letter
of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any
Letter of Credit if (A) the L/C Issuer would have no obligation at such
time to issue such Letter of Credit in its amended form under the terms
hereof, or (B) the beneficiary of such Letter of Credit does not accept
the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits
and immunities (A) provided to the Agent in Article IX with respect to
----------
any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and
Issuer Documents pertaining to such Letters of Credit as fully as if
the term "Agent" as used in Article IX included the L/C Issuer with
----------
respect to such acts or omissions, and (B) as additionally provided
herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit;
-----------------------------------------------------------
Auto-Extension Letters of Credit.
--------------------------------

(i) Each Letter of Credit shall be issued or amended, as the
case may be, upon the request of the Borrower delivered to the L/C
Issuer (with a copy to the Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by an Authorized
Officer of the Borrower. Such Letter of Credit Application must be
received by the L/C Issuer and the Agent not later than 11:00 a.m. at
least three Business Days (or such later date and time as the Agent and
the L/C Issuer may agree in a particular instance in their sole
discretion) prior to the proposed issuance date or date of amendment,
as the case may be. In the case of a request for an initial issuance of
a Letter of Credit, such Letter of Credit Application shall specify in
form and detail satisfactory to the L/C Issuer: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the stated amount thereof; (C) the expiry date
thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by
such beneficiary in case of any drawing thereunder; and (G) such other
matters as the L/C Issuer may reasonably require. In the case of a
request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer (A) the Letter of Credit to be amended;
(B) the proposed date of amendment thereof (which shall be a Business
Day); (C) the nature of the proposed amendment; and (D) such other
matters as the L/C Issuer may reasonably require. Additionally, the
Borrower shall furnish to the L/C Issuer and the Agent such other
documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C
Issuer or the Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit
Application, the L/C Issuer will confirm with the Agent (by telephone
or in writing) that the Agent has received a copy of such Letter of
Credit Application from the Borrower and, if not, the L/C Issuer will
provide the Agent with a copy thereof. Unless the L/C Issuer has
received written notice from any Lender, the Agent or the Borrower, at
least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be
----------
satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower or the applicable Subsidiary or enter into the
applicable amendment, as the case may be, in each case in accordance
with the L/C Issuer's usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the L/C Issuer a risk participation in such Letter of
Credit in an amount equal to the product of such Lender's Applicable
Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of
Credit Application, the L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic
extension provisions (each, an "Auto-Extension Letter of Credit");
-------------------------------
provided that any such Auto-Extension Letter of Credit must permit the
L/C Issuer to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such
Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day (the "Non-Extension Notice Date") in each such
-------------------------
twelve-month period to be agreed upon at the time such Letter of Credit
is issued. Unless otherwise directed by the L/C Issuer, the Borrower
shall not be required to make a specific request to the L/C Issuer for
any such extension. Once an Auto-Extension Letter of Credit has been
issued, the Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided, however, that the L/C Issuer shall
-------- -------
not permit any such extension if (A) the L/C Issuer has determined that
it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may
---------------
be by telephone or in writing) on or before the day that is five
Business Days before the Non-Extension Notice Date (1) from the Agent
that the Required Lenders have elected not to permit such extension or
(2) from the Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied,
------------
and in each such case directing the L/C Issuer not to permit such
extension.

(iv) If the Borrower so requests in any applicable Letter of
Credit Application, the L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that permits the
automatic reinstatement of all or a portion of the stated amount
thereof after any drawing thereunder (each, an "Auto-Reinstatement
------------------
Letter of Credit"). Unless otherwise directed by the L/C Issuer, the
----------------
Borrower shall not be required to make a specific request to the L/C
Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter
of Credit has been issued, except as provided in the following
sentence, the Lenders shall be deemed to have authorized (but may not
require) the L/C Issuer to reinstate all or a portion of the stated
amount thereof in accordance with the provisions of such Letter of
Credit. Notwithstanding the foregoing, if such Auto-Reinstatement
Letter of Credit permits the L/C Issuer to decline to reinstate all or
any portion of the stated amount thereof after a drawing thereunder by
giving notice of such non-reinstatement within a specified number of
days after such drawing (the "Non-Reinstatement Deadline"), the L/C
--------------------------
Issuer shall not permit such reinstatement if it has received a notice
(which may be by telephone or in writing) on or before the day that is
five Business Days before the Non-Reinstatement Deadline (A) from the
Agent that the Required Lenders have elected not to permit such
reinstatement or (B) from the Agent, any Lender or the Borrower that
one or more of the applicable conditions specified in Section 4.02 is
------------
not then satisfied (treating such reinstatement as an L/C Credit
Extension for purposes of this clause) and, in each case, directing the
L/C Issuer not to permit such reinstatement.

(v) Promptly after its delivery of any Letter of Credit or any
amendment to a Letter of Credit to an advising bank with respect
thereto or to the beneficiary thereof, the L/C Issuer will also deliver
to the Borrower and the Agent a true and complete copy of such Letter
of Credit or amendment and any other Issuer Documents related thereto
and not previously provided to the Borrower.

(c) Drawings and Reimbursements; Funding of Participations.
------------------------------------------------------

(i) Upon receipt from the beneficiary of any Letter of Credit
of any notice of a drawing under such Letter of Credit, the L/C Issuer
shall notify the Borrower and the Agent thereof. Not later than 11:00
a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date, an "Honor Date"), the Borrower shall reimburse
----------
the L/C Issuer through the Agent in an amount equal to the amount of
such drawing. If the Borrower fails to so reimburse the L/C Issuer by
such time, the Agent shall promptly notify each Lender of the Honor
Date, the amount of the unreimbursed drawing (the "Unreimbursed
------------
Amount"), and the amount of such Lender's Applicable Percentage
------
thereof. In such event, and in lieu of the obligation of the Borrower
to reimburse the L/C Issuer as provided in the immediately preceding
sentence the Borrower shall be deemed to have requested a Committed
Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the
conditions for extensions of credit in Section 4.02 or the minimum and
------------
multiples specified in Section 2.02 for the principal amount of Base
------------
Rate Loans, but subject to the amount of the unutilized portion of the
Aggregate Commitments. If any Unreimbursed Amount is not fully
refinanced by a Committed Borrowing of Base Rate Loans because a
Committed Borrowing of Base Rate Loans cannot be made for any reason,
then each Lender shall fund its participation interest in the
unreimbursed drawing under such Letter of Credit promptly on notice
from the Administrative Agent by making funds available to the Agent
for the account of the L/C Issuer at the Agent's Office in an amount
equal to such Lender's Applicable Percentage of such Unreimbursed
Amount. Any notice given by the L/C Issuer or the Agent pursuant to
this Section 2.03(c)(i) may be given by telephone if immediately
------------------
confirmed in writing; provided that the lack of such an immediate
--------
confirmation shall not affect the conclusiveness or binding effect of
such notice.

(ii) Each Lender shall upon any notice pursuant to Section
-------
2.03(c)(i) make funds available to the Agent for the account of the L/C
----------
Issuer at the Agent's Office in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 10:00 a.m. on the
Business Day specified in such notice by the Agent. The Agent shall
remit the funds so received to the L/C Issuer.

(iii) Until each Lender funds its Committed Loan or its
participation interest pursuant to this Section 2.03(c) to reimburse
---------------
the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender's Applicable Percentage of such
amount shall be solely for the account of the L/C Issuer.

(iv) Each Lender's obligation to make Committed Loans or to
fund its participation interest, as contemplated by this Section
-------
2.03(c), shall be absolute and unconditional and shall not be affected
-------
by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against
the L/C Issuer, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of
the foregoing. No funding of any participation interest by a Lender
pursuant to this Section 2.03(c) shall relieve or otherwise impair the
---------------
obligation of the Borrower to reimburse the L/C Issuer for the amount
of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein.

(v) If any Lender fails to make available to the Agent for the
account of the L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(c) by the
---------------
time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled
-------------------
to recover from such Lender (acting through the Agent), on demand, such
amount with interest thereon for the period from the date such payment
is required to the date on which such payment is immediately available
to the L/C Issuer at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus
any administrative, processing or similar fees customarily charged by
the L/C Issuer in connection with the foregoing. If such Lender pays
such amount (with interest and fees as aforesaid), the amount so paid
shall constitute such Lender's Committed Loan included in the relevant
Committed Borrowing or such Lender's funding of its participation
interest, as the case may be. A certificate of the L/C Issuer submitted
to any Lender (through the Agent) with respect to any amounts owing
under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations by the Lenders.
------------------------------------------

(i) At any time after the L/C Issuer has made a payment under
any Letter of Credit and has received from any Lender such Lender's
payment for its participation interest in such Letter of Credit, if the
Agent receives for the account of the L/C Issuer any payment in respect
of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise), the Agent will distribute to
such Lender its Applicable Percentage thereof in the same funds as
those received by the Agent.

(ii) If any payment received by the Agent for the account of
the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
------------------
returned under any of the circumstances described in Section 10.05
-------------
(including pursuant to any settlement entered into by the L/C Issuer in
its discretion), each Lender shall pay to the Agent for the account of
the L/C Issuer its Applicable Percentage thereof on demand of the
Agent, plus interest thereon from the date of such demand to the date
such amount is returned by such Lender, at a rate per annum equal to
the Federal Funds Rate from time to time in effect. The obligations of
the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse
--------------------
the L/C Issuer for each drawing under each Letter of Credit and to repay each
Unreimbursed Amount under any Letter of Credit shall be absolute, unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense
or other right that the Borrower or any Subsidiary may have at any time
against any beneficiary or any transferee of such Letter of Credit (or
any Person for whom any such beneficiary or any such transferee may be
acting), the L/C Issuer or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by such Letter
of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;

(iii) any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a
drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by
the L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of
or successor to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing, including any other circumstance
that might otherwise constitute a defense available to, or a discharge
of, the Borrower or any Subsidiary.

The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
------------------
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i)
any action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer Document. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
-------- -------
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, the
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any
of the matters described in clauses (i) through (v) of Section 2.03(e);
---------------
provided, however, that anything in such clauses to the contrary
-------- -------
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrower, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the
Borrower which the Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

(g) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
-----------------------------------------
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrower shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrower hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrower, and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by
----------------------------
the L/C Issuer and the Borrower when a Letter of Credit is issued (including any
such agreement applicable to an Existing Letter of Credit), (i) the rules of the
ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published
by the International Chamber of Commerce at the time of issuance shall apply to
each commercial Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Agent for the
---------------------
account of each Lender in accordance with its Applicable Percentage a Letter of
Credit fee (the "Letter of Credit Fee") for each Letter of Credit equal to the
--------------------
Applicable Rate times the daily amount available to be drawn under such Letter
of Credit. Letter of Credit Fees shall be (i) due and payable on the first
Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand,
(ii) computed on a quarterly basis in arrears and (iii) computed for the actual
number of days that such Letters of Credit are outstanding during the applicable
quarter. If there is any change in the Applicable Rate during any quarter, the
daily amount available to be drawn under each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such
quarter that such Applicable Rate was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C
------------------------------------------------------------------
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
------
fronting fee with respect to each issuance or amendment of a Letter of Credit,
at a rate and at the times separately agreed between the Borrower and the L/C
Issuer. In addition, the Borrower shall pay directly to the L/C Issuer for its
own account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict
------------------------------
between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth
--------------
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans (each such loan, a
------------
"Swing Line Loan") to the Borrower from time to time on any Business Day during
---------------
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit; provided, however, that after
-------- -------
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender's Applicable Percentage of
----
the Outstanding Amount of all L/C Obligations, plus such Lender's Applicable
----
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender's Commitment, and provided, further, that the Borrower shall not use
-------- -------
the proceeds of any Swing Line Loan to refinance any outstanding Swing Line
Loan. Prior to a refinancing of a Swing Line Loan or the funding of a risk
participation in Swing Line Loans, in either case, pursuant to Section 2.04(c),
---------------
it is understood and agreed that the outstanding Swing Line Loans, when
aggregated with the Applicable Percentage of the Outstanding Amount of Committed
Loans and L/C Obligations of the Swing Line Lender, may exceed the amount of
such Lender's Commitment. Subject to the other terms and conditions hereof, the
Borrower may borrow Swing Line Loans under this Section 2.04, repay or prepay
------------
such Swing Line Loans, reborrow such Swing Line Loans and borrow other Swing
Line Loans under this Section 2.04. Immediately upon the making of a Swing Line
------------
Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such
Swing Line Loan in an amount equal to the product of such Lender's Applicable
Percentage times the amount of such Swing Line Loan.
-----

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
--------------------
the Borrower's irrevocable notice to the Swing Line Lender and the Agent, which
may be given by telephone. Each such notice must be received by the Swing Line
Lender and the Agent not later than 10:00 a.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of
$100,000, and (ii) the requested borrowing date, which shall be a Business Day.
Each such telephonic notice must be confirmed promptly (and in any event within
one (1) Business Day) by delivery to the Swing Line Lender and the Agent of a
written Swing Line Loan Notice, appropriately completed and signed by an
Authorized Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Agent (by telephone or in writing) that the Agent has also
received such Swing Line Loan Notice and, if not, the Swing Line Lender will
notify the Agent (by telephone or in writing) of the contents thereof. Unless
the Swing Line Lender has received notice (by telephone or in writing) from the
Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of
the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
---------------
applicable conditions specified in Article IV is not then satisfied, then,
----------
subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans.
-------------------------------

(i) At any time after the date of repayment of any Swing Line
Loan that was agreed between the Borrower and the Swing Line Lender
following the giving of the Swing Line Loan Notice and before the
making of such Swing Line Loan, to the extent that all or any portion
of such Swing Line Loan has not been repaid by the Borrower on the
agreed date for repayment, the Swing Line Lender at any time in its
sole and absolute discretion may request, on behalf of the Borrower
(which hereby irrevocably authorizes the Swing Line Lender to so
request on its behalf), that each Lender make a Base Rate Loan in an
amount equal to such Lender's Applicable Percentage of the amount of
Swing Line Loans then outstanding (which Base Rate Loans shall be used
to refinance such Swing Line Loans). Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the requirements of
Section 2.02, without regard to the minimum and multiples specified
------------
therein for the principal amount of Base Rate Loans, but subject to the
unutilized portion of the Aggregate Commitments and the conditions set
forth in Section 4.02. The Swing Line Lender shall furnish the Borrower
------------
with a copy of the applicable Committed Loan Notice promptly after
delivering such notice to the Agent. Each Lender shall make an amount
equal to its Applicable Percentage of the amount specified in such
Committed Loan Notice available to the Agent in immediately available
funds for the account of the Swing Line Lender at the Agent's Office
not later than 10:00 a.m. on the day specified in such Committed Loan
Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so
-------------------
makes funds available shall be deemed to have made a Base Rate Loan to
the Borrower in such amount. The Agent shall remit the funds so
received to the Swing Line Lender. To the extent that a Swing Line Loan
has been refinanced with a Borrowing of Base Rate Loans pursuant to
this Section 2.04(c)(i), such Swing Line Loan shall be deemed repaid
----------
for all purposes herein.

(ii) If for any reason any Swing Line Loan cannot be
refinanced by such a Committed Borrowing in accordance with Section
-------
2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line
----------
Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender's payment to the Agent for the
account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall
------------------
be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Agent for
the account of the Swing Line Lender any amount required to be paid by
such Lender pursuant to the foregoing provisions of this Section
-------
2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line
------- ------------------
Lender shall be entitled to recover from such Lender (acting through
the Agent), on demand, such amount with interest thereon for the period
from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per
annum equal to the greater of the Federal Funds Rate and a rate
determined by the Swing Line Lender in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by the Swing Line Lender in connection
with the foregoing. If such Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Lender's
Committed Loan included in the relevant Committed Borrowing or funded
participation in the relevant Swing Line Loan, as the case may be. A
certificate of the Swing Line Lender submitted to any Lender (through
the Agent) with respect to any amounts owing under this clause (iii)
shall be conclusive absent manifest error.

(iv) Each Lender's obligation to make Committed Loans or to
purchase and fund risk participations in Swing Line Loans pursuant to
this Section 2.04(c) shall be absolute and unconditional and shall not
---------------
be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, the Borrower or any other Person
for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or
not similar to any of the foregoing; provided, however, that each
-------- -------
Lender's obligation to make Committed Loans pursuant to this Section
-------
2.04(c) is subject to the conditions set forth in Section 4.02. No such
------- ------------
funding of risk participations shall relieve or otherwise impair the
obligation of the Borrower to repay Swing Line Loans, together with
interest as provided herein.

(d) Repayment of Participations.
---------------------------

(i) At any time after any Lender has purchased and funded a
risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line
Lender will distribute to such Lender its Applicable Percentage thereof
in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in
respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances
described in Section 10.05 (including pursuant to any settlement
-------------
entered into by the Swing Line Lender in its discretion), each Lender
shall pay to the Swing Line Lender its Applicable Percentage thereof on
demand of the Agent, plus interest thereon from the date of such demand
to the date such amount is returned, at a rate per annum equal to the
Federal Funds Rate. The Agent will make such demand upon the request of
the Swing Line Lender. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the
termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender
-----------------------------------------
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant
to this Section 2.04 to refinance such Lender's Applicable Percentage of any
------------
Swing Line Loan, interest in respect of such Applicable Percentage shall be
solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all
--------------------------------------
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

2.05 Prepayments.

(a) The Borrower may, upon notice to the Agent, at any time or from
time to time voluntarily prepay Committed Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by the Agent
--------
not later than 11:00 a.m. (A) four Business Days prior to any date of prepayment
of Eurodollar Loans and (B) three Business Days prior to any date of prepayment
of Base Rate Loans; (ii) any prepayment of Eurodollar Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the
Interest Period(s) of such Loans. The Agent will promptly notify each Lender of
its receipt of each such notice, and of the amount of such Lender's Applicable
Percentage of such prepayment. If the Borrower gives a prepayment notice, then
the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of
a Eurodollar Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05.
------------
Each such prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Applicable Percentages.

(b) The Borrower may, upon notice to the Swing Line Lender (with a copy
to the Agent), at any time or from time to time, voluntarily prepay Swing Line
Loans in whole or in part without premium or penalty; provided that (i) such
--------
notice must be received by the Swing Line Lender and the Agent not later than
1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be
in a minimum principal amount of $50,000. Each such notice shall specify the
date and amount of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.

(c) If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments, the Borrower shall immediately prepay Loans and/or cash
collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided, however, that the Borrower shall not be required to cash collateralize
-------- -------
the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment
---------------
in full of the Loans the Total Outstandings exceed the Aggregate Commitments
then in effect.

2.06 Termination or Reduction of Commitments. The Borrower may,
upon notice to the Agent, terminate the Aggregate Commitments, or from time to
time permanently reduce the Aggregate Commitments; provided that (i) any such
--------
notice shall be received by the Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such reduction
shall be in an aggregate amount of $10,000,000 or any whole multiple of
$1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce
the Aggregate Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Outstandings would exceed the Aggregate
Commitments, and (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
the amount of the Aggregate Commitments, such Sublimit shall be automatically
reduced by the amount of such excess. The Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Applicable Percentage. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.

2.07 Repayment of Loans.

(a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.

(b) Except to the extent previously refinanced with a Base Rate Loan
pursuant to Section 2.04(c), the Borrower shall repay each Swing Line Loan on
---------------
the earlier to occur of (i) the date agreed between the Borrower and the Swing
Line Lender after the giving of a Swing Line Notice by the Borrower and before
the making of a Swing Line Loan by the Swing Line Lender (which date shall not
be greater than ten Business Days after such Loan is made) and (ii) the Maturity
Date.

2.08 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Loan shall bear interest on the outstanding principal amount thereof
for each Interest Period at a rate per annum equal to the Eurodollar Rate for
such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall
----
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate; and (iii) each Swing
Line Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate agreed between the Borrower and the
Swing Line Lender after the giving of a Swing Line Notice by the Borrower and
before the making of a Swing Line Loan by the Swing Line Lender.

(b) (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable laws.

(ii) If any amount (other than principal of any Loan) payable
by the Borrower under any Loan Document (including any Unreimbursed
Amount that is not refinanced by a Committed Borrowing of Base Rate
Loans pursuant to Section 2.03(c)(i)) is not paid when due (without
------------------
regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable laws.

(iii) Upon the request of the Required Lenders, while any
Event of Default exists, the Borrower shall pay interest on the
principal amount of all outstanding Obligations hereunder at a
fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable laws.

(iv) Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon
demand.

(c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.09 Fees. In addition to certain fees described in subsections
(i) and (j) of Section 2.03:
------------

(a) Facility Fee. The Borrower shall pay to the Agent for the account
------------
of each Lender in accordance with its Applicable Percentage, a facility fee
equal to the Applicable Rate times the actual daily amount of the Aggregate
-----
Commitments (or, if the Aggregate Commitments have terminated, on the
Outstanding Amount of all Committed Loans, Swing Line Loans and L/C
Obligations), regardless of usage. The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed Loans,
Swing Line Loans or L/C Obligations remain outstanding), including at any time
during which one or more of the conditions in Article IV is not met, and shall
----------
be due and payable quarterly in arrears on the first Business Day after the end
of each March, June, September and December, commencing with the first such date
to occur after the Closing Date, and on the last day of the Availability Period
(and, if applicable, thereafter on demand). The facility fee shall be calculated
quarterly in arrears, and if there is any change in the Applicable Rate during
any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

(b) Other Fees. The Borrower shall pay to the Agent for its own
----------
accounts fees in the amounts and at the times specified in the Fee Letter. Such
fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.

2.10 Computation of Interest and Fees. All computations of interest
for Base Rate Loans when the Base Rate is determined by First Hawaiian Bank's
"prime rate" shall be made on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed.
Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the
Loan or such portion is paid, provided that any Loan that is repaid on the same
--------
day on which it is made shall, subject to Section 2.12(a), bear interest for one
---------------
day. Each determination by the Agent of an int