UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 2006
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii 0-565 99-0032630
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
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of incorporation) Identification No.)
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822 Bishop Street, P. O. Box 3440
Honolulu, Hawaii 96801
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(Address of principal executive office and zip code)
(808) 525-6611
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
_
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
_
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
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The information set forth below in Item 2.03 is incorporated into this
Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
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Off-Balance Sheet Arrangement of a Registrant.
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On September 5, 2006, Alexander & Baldwin, Inc. ("A&B"), Kukui'ula
Development Company (Hawaii), LLC ("Kukui'ula"), and DMB Communities LLC
(collectively, the "Safeco Indemnitors") entered into a General Agreement of
Indemnity ("Safeco Indemnity") in favor of Safeco Insurance Company of America
("Safeco").
The Safeco Indemnity was entered into in connection with Safeco's
execution of an agreement with Kukui'ula for the delivery of one or more bonds.
Kukui'ula is a real-estate development joint venture that is developing
approximately 1,000 acres of land on the South Shore of Kauai. The joint venture
is more fully described in Note 6 of the Notes to Consolidated Financial
Statements in A&B's most recently filed Form 10-K. Final subdivision approvals
have been received, and the bonds are being issued to cover various construction
activities at Kukui'ula, such as project amenities, roads, utilities and other
infrastructure, and subdivision improvements.
Under the Safeco Indemnity, the Safeco Indemnitors agree to indemnify
Safeco from all loss and expense in connection with any bonds for which it
serves as surety for Kukui'ula.
In connection with the Safeco Indemnity, Kukui'ula, A&B, DMB
Communities LLC, and DMB Kukui'ula LLC have separately entered into a Mutual
Indemnification Agreement ("Safeco Agreement"). Under the Safeco Agreement, the
parties agree that they shall each be proportionately liable (60% for DMB-
related entities and 40% for A&B) for all payments required to be made under the
indemnity.
In its Form 8-K filed on June 14, 2006, A&B disclosed that bonds with a
maximum aggregate amount of $250 million were expected to be issued by Travelers
Casualty and Surety Company of America ("Travelers"). The maximum amount of
bonds to be issued by Travelers outstanding at any point in time has been
reduced to approximately $125 million, and the aggregate amount of bonds
outstanding at any point in time to be issued by Safeco is approximately $100
million.
Under the indemnities with Safeco and Travelers, the maximum potential
amount of aggregate future payments is a function of the amount covered by
outstanding bond(s) at the time of default, reduced by the amount of work
completed. Bonds with an aggregate value of approximately $300 million are
expected to be issued and retired over the construction period. However, the
total amount of bonds outstanding at any point in time is not expected to exceed
approximately $250 million. In other words, assuming an event of default where
the maximum amount of bonds are issued and no work is completed, the maximum
potential amount of aggregate future payments under the indemnities is
approximately $250 million. Including amounts recoverable from DMB-related
entities under the Mutual Indemnification Agreements, the maximum potential
amount of aggregate future payments for A&B under the indemnities is
approximately $100 million.
The foregoing description of the Safeco Indemnity and Safeco Agreement
is qualified in its entirety by the terms of the Safeco Indemnity and Safeco
Agreement, which are filed hereto as Exhibits 10.1 and 10.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 General Agreement of Indemnity, among Alexander &
Baldwin, Inc., Kukui'ula Development Company
(Hawaii), LLC, and DMB Communities LLC, in favor of
Safeco Insurance Company of America, dated August 30,
2006 and entered into September 5, 2006.
10.2 Mutual Indemnification Agreement, among Kukui'ula
Development Company (Hawaii), LLC, DMB Kukui'ula LLC,
DMB Communities LLC, and Alexander & Baldwin, Inc.,
dated August 30, 2006 and entered into September 5,
2006.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 8, 2006
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President,
Chief Financial Officer and
Treasurer
[GRAPHIC OMITTED]
Safeco Insurance Company
PO Box 34526
Seattle, WA 98124-1526
GENERAL AGREEMENT
OF INDEMNITY
THIS AGREEMENT is made by the Undersigned Corporation in favor of the Surety (as
hereafter defined) for the purpose of indemnifying it from all loss and expense
in connection with any Bonds for which it now is or hereafter becomes surety for
Kukui'Ula Development Company (Hawaii), LLC.
DEFINITIONS: Where they appear in this agreement, the following terms shall be
considered as defined below:
BOND: Any and all bonds, undertakings or instruments of guarantee and any
renewals or extensions thereof executed by Surety for Kukui'Ula Development
Company (Hawaii), LLC.
SURETY: Any one or combination of the following: Safeco Insurance Company of
America; General Insurance Company of America; First National Insurance Company
of America; Safeco National Insurance Company; any person or company joining
with any of the aforesaid companies in executing any Bond, executing any Bond at
their request or providing reinsurance to them with respect to any Bond.
INDEMNITY TO SURETY: The Undersigned Corporation agrees to pay to Surety upon
demand all loss and expense, including reasonable attorney fees, incurred by
Surety by reason of having executed any Bond. An itemized statement of loss and
expense incurred by Surety, sworn to by an officer of Surety, shall be prima
facie evidence of the fact and extent of the liability of the Undersigned
Corporation to Surety in any claim or suit by Surety against the Undersigned
Corporation. Separate suits may be brought under this agreement as causes of
action accrue, and the pendency or termination of any such suit shall not bar
subsequent action by Surety.
GENERAL PROVISIONS:
1. Surety shall have the right to decline to execute any Bond.
2. Assent by Surety to changes in any Bond or refusal so to assent shall not
release or affect the obligations of the Undersigned Corporation to Surety.
3. Surety shall have every right, defense or remedy which a personal surety
without compensation would have, including the right to exoneration.
4. The Undersigned Corporation will on request of Surety procure the discharge
of Surety from any Bond and all liability by reason thereof. If such discharge
is unattainable, the Undersigned Corporation will, if requested by Surety,
either deposit collateral with surety, acceptable to Surety, sufficient to cover
all exposure under such bond or bonds, or make provisions acceptable to Surety
for the funding of bonded obligation(s).
5. The Undersigned Corporation will on request of Surety pay any premium due for
any Bond, computed according to the rates currently charged by Surety, including
renewal premiums until proof satisfactory to Surety is furnished if its
discharge from liability under any Bond.
6. The Undersigned Corporation warrants that it is specifically and beneficially
interested in the obtaining of each Bond.
7. Invalidity of any provision of this agreement by reason of the laws of any
state, or for any other reason, shall not render the other provisions hereof
invalid.
8. The Undersigned Corporation may cause a cessation of its indemnity so as not
to cover any new Bonds for any of the entities for which it has indemnified
under this agreement. To do so, the Undersigned Corporation must send written
notice to Surety by registered or certified mail to Safeco Insurance Company of
America, Surety Department, P.O. Box 34526 Seattle, WA 98124-1526, stating in
such notice the effective date (not less than 30 days after receipt of notice by
Surety) of termination for future Bonds. Such notice shall not act to modify or
discharge the liability of the Undersigned Corporation for any Bonds which are
then in force or were previously approved.
9. All parties agree that any microfilmed, scanned or electronically digitized
copy of this document made by Surety as part of its record storage and retention
program shall be as effective as the original for all purposes.
Executed this 30th day of August, 2006.
Kukui'Ula Development Company (Hawaii) LLC
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(Corporate name)
By: ___________________________ Attest: ___________________________
(Signature) (Signature)
(See Signature Addendum) ___________________________________
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(Name and title) (Name and title)
CORPORATE ACKNOWLEDGEMENT
STATE OF ____________________
County of ___________________} SS.:
On this ______ day of ________________, ______, before me personally appeared
known to by me the ____________________ and ____________________ of The
corporation executing the above instrument, and acknowledged said instrument to
be the freed and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned and on oath stated that the seal of said corporation
and that it was affixed and that they executed said instrument by authority of
the board of Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICAL SEAL the
day and year first above written.
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(SEAL) Notary Public, residing at _________________________
(Commission expires _______________________________)
[GRAPHIC OMITTED]
Safeco Insurance Companies
PO Box 34526
Seattle, WA 98124-1526
SIGNATURE ADDENDUM
The signatures on this page are intended to and shall be a part of the Agreement
of Indemnity given to the Safeco Insurance Companies on behalf of Kukui'Ula
Development Company (Hawaii), LLC and dated August 30, 2006 and shall in no
other manner alter, amend or interfere with the validitiy of said agreement or
the obligations of any other signatory to said agreement.
We, the undersigned, acknowledge that we have read all the terms and conditions
of the Agreement of Indemnity referenced above and fully understand the nature
of this obligation.
Kukui'Ula Development Company (Hawaii), LLC
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BY: DMB Kukui'Ula LLC, Member
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By: DMB Communities II LLC, Sole Member
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By: DMB Associates, Inc., Manager
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Attest: /s/ Timothy A. Kaehr By: /s/ A. Beams
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Timothy A. Kaehr, Andrew S. Beams, Vice President
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Assistant Secretary BY: KDC, LLC, Member
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By: A&B Properties, Inc., Manager
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Attest: /s/ Alyson J. Nakamura By: /s/ R. K. Sasaki
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Alyson J. Nakamura, R. K. Sasaki, President
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Secretary
- ------------------------------
All parties agree that microfilmed, scanned or electronically digitized copy of
this document made by Surety as part of its record storage and retention program
shall be as effective as the original for all purposes.
[GRAPHIC OMITTED]
Safeco Insurance Companies
PO Box 34526
Seattle, WA 98124-1526
SIGNATURE ADDENDUM
The signatures on this page are intended to and shall be a part of the Agreement
of Indemnity given to the Safeco Insurance Companies on behalf of Kukui'Ula
Development Company (Hawaii), LLC and dated August 30, 2006 and shall in no
other manner alter, amend or interfere with the validitiy of said agreement or
the obligations of any other signatory to said agreement.
We, the undersigned, acknowledge that we have read all the terms and conditions
of the Agreement of Indemnity referenced above and fully understand the nature
of this obligation.
BY: Alexander & Baldwin, Inc.
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Attest: /s/ Alyson J. Nakamura By: /s/ Nelson N. S. Chun
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Alyson J. Nakamura, Nelson N. S. Chun, Senior Vice
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Secretary President & Chief Legal Officer
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BY: DMB Communities LLC
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By: DMB Associates, Inc., Manager
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Attest: /s/ Timothy A. Kaehr By: /s/ A. Beams
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Timothy A. Kaehr, Andrew S. Beams, Vice President
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Assistant Secretary
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All parties agree that microfilmed, scanned or electronically digitized copy of
this document made by Surety as part of its record storage and retention program
shall be as effective as the original for all purposes.
CORPORATE ACKNOWLEDGMENT
STATE OF HAWAII )
CITY & COUNTY OF HONOLULU ) ss.
On this 5th day of September, 2006, before me personally appeared Nelson N. S.
Chun and Alyson J. Nakamura, to me known to be Senior Vice President & Chief
Legal Officer and Secretary of Alexander & Baldwin, Inc. the corporation
executing the above instrument, and acknowledged said instrument to be the free
and voluntary act and deed of said corporation, for the uses and purposes
therein mentioned and on oath stated that the seal affixed is the seal of said
corporation and that it was affixed and that they executed said instrument by
order of the Board of Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL,
the day and year first above written.
/s/ Aileen S. Miyahara
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(Seal) Notary Public, residing at Honolulu,
Hawaii
(Commission expires 7/15/10)
All parties agree that microfilmed, scanned or electronically digitized copy of
this document made by Surety as part of its record storage and retention program
shall be as effective as the original for all purposes.
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF HAWAII )
CITY & COUNTY OF HONOLULU ) ss
On this 5th day of September, 2006, before me personally appeared R. K. Sasaki,
President, on behalf of A&B Properties, Inc., to me known to be (a) Manager of
KDC, LLC, the Limited Liability Company executing the foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said
Limited Liability Company, for the uses and purposes therein mentioned and on
oath stated he signed said instrument by authority of the Limited Liability
Company's operating agreement.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my OFFICIAL SEAL,
the day and year first above written.
/s/ Aileen S. Miyahara
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(Seal) Notary Public, residing at Honolulu,
Hawaii
(Commission expires 7/15/10)
MUTUAL INDEMNIFICATION AGREEMENT
--------------------------------
(KDCH, DMB and A&B)
This Mutual Indemnification Agreement (the "Agreement") is made as of
August 30, 2006, by and among (a) KUKUI`ULA DEVELOPMENT COMPANY (HAWAII),
LLC, a Hawaii limited liability company (the "KDCH Guarantor"), (b) DMB
KUKUI`ULA LLC, an Arizona limited liability company, and DMB COMMUNITIES LLC, an
Arizona limited liability company (jointly and severally, the "DMB Guarantors"),
and (c) ALEXANDER & BALDWIN, INC., a Hawaii corporation (the "A&B Guarantor").
The KDCH Guarantor, the DMB Guarantors, and the A&B Guarantor, are each referred
to herein as a "party", and collectively as the "parties" or the "Guarantors."
RECITALS:
A. KDCH Guarantor is planning, developing, permitting, subdividing, and
constructing on approximately 1,000 acres of real property situated at Koloa,
County and Island of Kauai, State of Hawaii, a mixed use resort community known
as "KUKUI`ULA", and in connection with the planning, development, permitting,
subdivision, construction, and sales of certain planned improvements at
Kukui`ula the KDCH Guarantor has requested that SAFECO INSURANCE COMPANY OF
AMERICA, GENERAL INSURANCE COMPANY OF AMERICA, FIRST NATIONAL INSURANCE COMPANY
OF AMERICA, SAFECO NATIONAL INSURANCE COMPANY, and any other persons or entities
which any of them may procure to act as surety or co-surety on any bonds or any
other person or entity who executes a bond at the request of any of them
(collectively herein called the "Sureties") furnish certain bonds, undertakings,
guaranties and/or contractual obligations in connection with the planning,
development, permitting, subdivision, construction, and sales of Kukui`ula
(collectively called the "Bonds").
B. DMB Kukui`ula LLC, an Arizona limited liability company ("DMB
Kukui`ula"), is the managing member of KDCH Guarantor.
C. DMB Communities II LLC, an Arizona limited liability company, is the
sole member of DMB Kukui`ula.
D. DMB Communities LLC, an Arizona limited liability company ("DMB
Communities") is the majority member of DMB Communities II LLC.
E. A&B Guarantor is the ultimate parent company of KDC, LLC, a Hawaii
limited liability company, who is a member of KDCH Guarantor holding a 50%
membership interest therein.
F. As an inducement for and as a condition of Sureties' agreement to
issue the requested Bonds to KDCH Guarantor, the Sureties have required and the
KDCH Guarantor, the DMB Guarantors, and the A&B Guarantor have each executed
that certain Indemnity Agreement dated as of August 30, 2006, in favor of
Sureties (the "Indemnity Agreement").
G. By virtue of the Indemnity Agreement, the Guarantors have jointly
and severally promised the Sureties that (1) all premiums for each of the Bonds
issued by Sureties will be paid as such premium falls due (collectively the
"Premiums"), and (2) to indemnify and exonerate Sureties from and against any
and all loss, costs and expense of whatever kind, including unpaid premiums,
interest, court costs and reasonable attorneys' fees, as well as any expense
incurred or sustained by reason of making any investigation which it may incur
or sustain as a result of or in connection with the furnishing of the Bonds, the
assumption of obligations of the Sureties and/or the enforcement of the
Indemnity Agreement (collectively called a "Loss").
In consideration of the matters described above, and of the mutual
benefits and obligations set forth in this Agreement, the KDCH Guarantors, the
DMB Guarantors, and the A&B Guarantor each covenants and agrees as follows:
AGREEMENT:
1. Agreement Among Guarantors.
--------------------------
The KDCH Guarantor, the DMB Guarantors and the A&B Guarantor agree among
themselves that:
a. the KDCH Guarantor shall at all times remain fully liable
for 100% of all payments required to be made to the Sureties under the Indemnity
Agreement on account of the Premiums and/or any Loss, irrespective of the
amounts actually paid by any of the Guarantors to the Sureties or of any amounts
recovered by the Sureties from any of the Guarantors (subject to and except as
provided otherwise in this Agreement); and
b. the DMB Guarantors and the A&B Guarantor shall each be
proportionately liable (60% for the DMB Guarantors, 40% for the A&B Guarantor
(respectively, a "Pro Rata Obligation")) for all payments required to be made to
the Sureties under the Indemnity Agreement if KDCH fails to timely pay the same
to Sureties, irrespective of the amounts actually paid by any of the Guarantors
to the Sureties or of any amounts recovered by the Sureties from any of the
Guarantors (subject to and except as provided otherwise in this Agreement).
The Guarantors desire through this Agreement to protect themselves against any
event or circumstance which results in any Guarantor paying or becoming
obligated to pay to the Sureties more than its respective Pro Rata Obligation in
relation to the overall amounts paid or owed to the Sureties under the Indemnity
Agreement.
2. Payment to the Sureties.
-----------------------
If demand is made by the Sureties upon any or all parties pursuant to the
Indemnity Agreement, then subject to and except as otherwise provided in this
Agreement:
a. the KDCH Guarantor shall pay to the Sureties 100% of the
aggregate amount being demanded by the Sureties within five (5) business days
after any such demand; and
b. in the event that the KDCH Guarantor fails to pay such
demand in its entirety within said 5-business day period, then the DMB
Guarantors and the A&B Guarantor shall concurrently pay the aggregate amount so
demanded in the following proportions: The DMB Guarantors shall pay for 60% of
the total amount to be paid, and the A&B Guarantor shall pay for 40% of the
total amount to be paid.
The foregoing obligations shall not preclude any party from negotiating with the
Sureties in an attempt to reduce the payment to be made by such party, on the
express and continuing conditions that such reduction does not result in any
other party being required to pay more than such party would have been obligated
to pay had such separate negotiation not occurred. In the event any of the
parties is successful with such negotiation, the amount payable to the Sureties
shall be reduced and each party shall pay only its Pro-Rata Obligation of the
total reduced amount to be paid to the Sureties.
3. Indemnification.
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a. Subject to Section 2 above and Section 4 below, the KDCH
Guarantor shall indemnify and hold harmless the DMB Guarantors and the A&B
Guarantor to the extent that the DMB Guarantors and/or the A&B Guarantor pays
any portion of the aggregate amounts owed by the Guarantors collectively to the
Sureties as described in Section 2 above.
b. Subject to Section 2 above and Section 4 below, the DMB
Guarantors shall indemnify and hold harmless the A&B Guarantor to the extent
that the A&B Guarantor pays more than 40% of the aggregate amounts owed by the
Guarantors collectively to the Sureties as described in Section 2 above.
c. Subject to Section 2 above and Section 4 below, the A&B
Guarantor shall indemnify and hold harmless the DMB Guarantors to the extent
that the DMB Guarantors pay more than 60% of the aggregate amounts owed by the
Guarantors collectively to the Sureties as described in Section 2 above.
d. Any amounts payable by the KDCH Guarantor, the DMB
Guarantors or the A&B Guarantor to any other party pursuant to this Section 3
shall be paid within ten (10) business days after the delivery of written demand
therefor by such other party. Any party making any payment directly to the
Sureties pursuant to this Section 3 shall send proof of such payment to the
other parties. Any payment not made within said ten (10) business day period
shall bear interest at the rate of 15% per annum, accruing from the date of
demand until the date paid.
4. Excluded Obligations.
--------------------
The obligations of the parties under Section 3 above shall be subject to the
following: In no event shall any party be liable for any liability to the
Sureties resulting from any breach by any of the other parties under the
Indemnity Agreement.
5. Term of Agreement.
-----------------
This Agreement shall continue in force so long as
the Indemnity Agreement remains in existence and any Bonds issued pursuant
thereto have not been fully discharged.
6. Joint and Several Liability of the DMB Guarantors.
-------------------------------------------------
The obligations of each of the DMB Guarantors hereunder shall be joint and
several.
7. Hawaii Law.
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This Agreement shall be governed by and construed under the laws of the State of
Hawaii.
8. No Waiver.
---------
The waiver by one party of the performance of any condition or promise shall not
be considered a waiver by such party of any other condition or promise under
this Agreement. The waiver by any party of the time for performing any act shall
not constitute a waiver of the time for performing any other act or the same act
required to be performed at a later time.
9. Attorneys' Fees.
---------------
The prevailing party in any action brought by one party against another shall be
entitled to recover all costs and expenses, including reasonable attorneys'
fees, incurred by the prevailing party in enforcing any of the terms and
provisions of this Agreement.
10. Interpretation of Agreement.
---------------------------
This Agreement has been reviewed by counsel to each of the parties. No
negotiations concerning or modifications made to prior drafts of this Agreement
shall be construed in any manner to limit, reduce or impair the rights,
remedies, duties and obligations of the parties under this Agreement or to
restrict or expand the meaning of any of the provisions of this Agreement or to
construe any of the provisions of this Agreement in any party's favor.
11. Partial Invalidity.
------------------
If any provision hereof is held invalid or not enforceable to its fullest
extent, such provision shall be enforced to the extent permitted by law, and the
validity of the remaining provisions hereof shall not be affected thereby.
12. Assignees.
---------
This Agreement shall be binding upon and inure to the benefit of the KDCH
Guarantor, the DMB Guarantors, and the A&B Guarantor and each of their
respective successors and assigns; provided that no such assignment shall
relieve any party of any liability under this Agreement.
13. Amendments.
----------
No amendment to this Agreement shall be valid unless made in writing and signed
by or on behalf of the KDCH Guarantor, the DMB Guarantors, and the A&B
Guarantor.
14. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same
instrument, and in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
15. Notices.
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All notices, requests, demands or documents which are required or permitted to
be given or served hereunder shall be in writing and sent by registered or
certified mail, postage prepaid, or by courier service, addressed as stated next
to the signature of each party below. Such addresses may be changed from time to
time by the addressee by serving notice as heretofore provided. Service of such
notice or demand shall be deemed complete on the date of actual delivery (or on
the date of attempted delivery if undeliverable or if delivery is refused).
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the KDCH Guarantor, the DMB Guarantors, and the A&B
Guarantor have executed this Agreement as of the day and year first above
written.
KDCH Guarantor: KUKUI`ULA DEVELOPMENT COMPANY
(HAWAII), LLC, a Hawaii limited liability company
BY: DMB KUKUI`ULA LLC,
an Arizona limited liability company
Its Managing Member
BY: DMB COMMUNITIES II LLC,
an Arizona limited liability company
Its Sole member
BY: DMB ASSOCIATES, INC.,
an Arizona corporation
Its Manager
By /s/ A. Beams
---------------------------------
Name: Andrew Beams
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Title: Vice President
--------------------------
Address for Notices:
7600 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Attn: General Counsel
Fax No. (480) 367-9788
DMB Guarantors:
DMB Kukui`ula: DMB KUKUI`ULA LLC,
an Arizona limited liability company
BY: DMB COMMUNITIES II LLC,
an Arizona limited liability company
Its Sole member
BY: DMB ASSOCIATES, INC.,
an Arizona corporation
Its Manager
By /s/ A. Beams
-------------------------------------
Name: Andrew Beams
-------------------------------
Title: Vice President
------------------------------
Address for Notices:
7600 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Attn: General Counsel
Fax No. (480) 367-9788
DMB Communities: DMB COMMUNITIES, LLC,
an Arizona limited liability company
BY: DMB ASSOCIATES, INC.,
an Arizona corporation
Its Manager
By /s/ Mary S. Alexander
-----------------------------------------
Name: Mary S. Alexander
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
7600 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Attn: General Counsel
Fax No. (480) 367-9788
A&B Guarantor: ALEXANDER & BALDWIN, INC.,
a Hawaii corporation
By /s/ Nelson N. S. Chun
---------------------------------------------
Name: Nelson N. S. Chun
----------------------------------------
Title: Senior Vice President
---------------------------------------
By /s/ Alyson J. Nakamura
----------------------------------------------
Name: Alyson J. Nakamura
----------------------------------------
Title: Secretary
---------------------------------------
Address for Notices:
822 Bishop Street
Honolulu, Hawaii 96813
Attn: Chief Legal Officer
Fax No. (808) 525-6678