AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT by Alexander & Baldwin Holdings, Inc.
Processing Fee:
$34.99
Company: Alexander & Baldwin Holdings, Inc.
SEC CIK: 1541927
SEC Type: EX-10.1
SIC Code: 4400
SIC Industry: WATER TRANSPORTATION
Date Filed: 2012-06-07
Date Filed:
06/07/2012 SKU: RD2NX-C-1W-2
Text View
Alexander & Baldwin, Inc. (to be
converted into a limited liability company named Alexander & Baldwin, LLC)
AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
June 4, 2012
TABLE OF CONTENTS
Page
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1A.
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Amendment and Restatement of Certain Agreements
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1
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1B.
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Reorganization and Consent Thereto
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1
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1C.
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Existing Notes
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2
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1D.
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Authorization of Issue of Series AX Notes, Series BX Notes and Series CX Notes
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3
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1E.
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Authorization of Issue of Shelf Notes
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3
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2.
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PURCHASE AND SALE OF NOTES
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4
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2A.
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Purchase and Sale of Series AX, BX and CX Notes; Modification of Series D Notes
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4
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2B.
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Purchase and Sale of Shelf Notes
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4
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2C.
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Closings
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6
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2D.
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Fees
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7
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3.
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CONDITIONS OF CLOSING
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8
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3A.
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Conditions - Initial Closing Day
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8
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3B.
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Conditions - Each Closing Day
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10
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4.
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PREPAYMENTS
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11
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4B.
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Optional Prepayment With Yield-Maintenance Amount
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12
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4C.
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Notice of Optional Prepayment
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12
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4D.
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Application of Prepayments
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12
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4E.
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Retirement of Notes
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12
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5.
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AFFIRMATIVE COVENANTS
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13
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5A.
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Financial Statements
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13
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5B.
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Inspection of Property
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14
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5C.
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Covenant to Secure Notes Equally
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15
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5D.
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Information Required by Rule 144A
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15
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5E.
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Maintenance of Properties; Insurance
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15
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5F.
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Environmental and Safety Laws
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15
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5G.
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Guarantors
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16
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5H.
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Certain Other Provisions
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16
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5I.
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Appraisal Requirement
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16
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6.
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NEGATIVE COVENANTS
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17
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6A.
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Financial Covenants
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17
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6B.
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Lien
and Other Restrictions
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19
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6C.
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Restricted Payments
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22
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6D.
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Terrorism Sanctions Regulations
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22
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7.
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EVENTS OF DEFAULT
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23
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7A.
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Acceleration
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23
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7B.
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Rescission of Acceleration
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26
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7C.
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Notice of Acceleration or Rescission
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26
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7D.
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Other
Remedies
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26
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8.
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REPRESENTATIONS, COVENANTS AND WARRANTIES
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26
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8A.
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Organization
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26
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8B.
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Financial Statements
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27
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8C.
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Actions Pending
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28
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8D.
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Outstanding Debt
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28
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8E.
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Title
to Properties
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28
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8F.
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Taxes
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28
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8G.
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Conflicting Agreements and Other Matters
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28
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8H.
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Offering of the Notes
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29
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8I.
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Regulation U, Etc
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29
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8J.
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ERISA
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29
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8K.
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Governmental Consent
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30
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8L.
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Utility Company Status
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30
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8M.
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Investment Company Status
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31
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8N.
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Real
Property Matters
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31
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8O.
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Possession of Franchises, Licenses, Etc
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31
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8P.
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Environmental and Safety Matters
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31
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8Q.
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Hostile Tender Offers
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31
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8R.
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Employee Relations
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31
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8S.
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Regulations and Legislation
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32
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8T.
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Foreign Assets Control Regulations, Etc
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32
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8U.
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Disclosure
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33
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9.
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REPRESENTATIONS OF THE PURCHASERS
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33
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9A.
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Nature of Purchase
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33
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9B.
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Source of Funds
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33
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