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ALEX > SEC Filings for ALEX > Form 8-K on 4-Dec-2012All Recent SEC Filings

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Form 8-K for ALEXANDER & BALDWIN, INC.


4-Dec-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financ


Item 1.01 Entry into a Material Definitive Agreement

On December 4, 2012, Kewalo Development LLC ("Kewalo"), entered into a $120 million construction loan agreement (together with all other loan documents executed in connection therewith, the "Agreement") with First Hawaiian Bank, Wells Fargo Bank, N.A., Bank of Hawaii, and Central Pacific Bank (collectively, the "Lenders") to finance a portion of the cost to construct a 43-story, 341-unit high-rise condominium development (the "Project") in Kakaako, Honolulu, Hawaii. Kewalo is a joint venture between Waimanu Development LLC, a wholly-owned subsidiary of Alexander & Baldwin, Inc. ("A&B" or the "Company"), N1189 LLC, Armstrong Homes, Ltd., and BSC Waihonua, LLC.

In connection with the Agreement, the Company's wholly-owned real estate subsidiary, A & B Properties, Inc. ("Properties"), entered into a separate agreement (the "Limited Guaranty") for the benefit of the Lenders. Under the Limited Guaranty, Properties guarantees repayment of any amounts owing by Kewalo under the Agreement, subject to a cap of $20 million, and additionally provides certain limited and springing recourse guaranties in favor of the Lenders in connection with specific obligations of Kewalo under the Agreement. Properties also entered into a completion guaranty ("Completion Guaranty") for the benefit of the Lenders, under which Properties agrees that it will ensure lien-free completion of the Project. Additionally, under the Limited Guaranty and the Completion Guaranty, Properties covenants that it will maintain an aggregate net worth of not less than $500 million.

The foregoing description of the terms of the Limited Guaranty and the Completion Guaranty is qualified in its entirety by reference to the Limited Guaranty and Completion Guaranty, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Exhibit

10.1          Limited Guaranty among A & B Properties, Inc., First
              Hawaiian Bank, Wells Fargo Bank N.A., Bank of
              Hawaii, and Central Pacific Bank, dated as of
              November 30, 2012.

10.2          Completion Guaranty among A & B Properties, Inc.,
              First Hawaiian Bank, Wells Fargo Bank N.A., Bank of
              Hawaii, and Central Pacific Bank, dated as of
              November 30, 2012.


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