AMENDMENT NO. 1 TO SHIPBUILDING CONTRACT

AMENDMENT NO. 1 TO SHIPBUILDING CONTRACT
(Hull BN-460)


THIS AMENDMENT NO. 1 TO SHIPBUILDING CONTRACT is made as of February 18, 2005, by and between KVAERNER PHILADELPHIA SHIPYARD INC., a corporation organized under the laws of Pennsylvania, having its principal office at 2100 Kitty Hawk Avenue, Philadelphia, PA 19112 (hereinafter called the "BUILDER"), and MATSON NAVIGATION COMPANY, INC., a corporation organized under the laws of Hawaii, having its principal office at 555 12th Street, Oakland, CA 94607 (hereinafter called the "BUYER").


R E C I T A L S


WHEREAS, the parties entered into that certain Shipbuilding Contract dated as of February 14, 2005 for the purchase one (1) Independence CV 2500 type container vessel, designated as Builder's Hull No. BN-460 (the "Shipbuilding Contract"); and


WHEREAS, the parties wish to amend the Shipbuilding Contract to correct a few minor technical errors and to incorporate additional language agreed to by the parties.


NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereby agree to amend the Shipbuilding Contract as follows:


1. Contract Price. Paragraph 1(a) of Article II is hereby deleted in
-------------- its entirety and replaced with the following text:


"The purchase price of the VESSEL is ONE HUNDRED FORTY FOUR MILLION
THREE HUNDRED AND NINETY-ONE THOUSAND DOLLARS ($144,391,000) plus the
cost incurred by the BUILDER with respect to the construction period
financing for the VESSEL as provided for in paragraph (c) below, net
receivable by the BUILDER, which is exclusive of the BUYER's Supplies
as provided in Article XVIII hereof and shall be subject to upward or
downward adjustment, if any, as hereinafter set forth in this Contract
(herein called the "Contract Price"). The Contract Price shall be paid
upon delivery of the Vessel by wire transfer to an account specified by
the BUILDER; provided that such payment shall be subject to (i)
deferral of payment of the amounts specified on the PROTOCOL OF
DELIVERY AND ACCEPTANCE; (ii) the holdback described in Paragraph 4(f)
of Article IX; (iii) disputed amounts deposited in the Disputes Escrow
Account (as defined herein); and (iv) less any reduction in the
Contract Price pursuant to Article III hereof."


2. Effective Date.
--------------


(a) Paragraph 3(c) of Article II of the Shipbuilding Contract is hereby amended by deleting the reference to "Article V" in the second line and replacing it with "Article IV."


(b) Paragraph 3(d) of Article II is hereby deleted in its entirety and replaced with the following text:


"By February 18, 2005, the BUILDER shall provide the BUYER with a
guarantee of Kvaerner ASA of (i) the BUILDER's indemnification
obligations under Paragraph 2 of Article XXI hereof, and (ii) the
BUILDER's obligation under that certain Right of First Refusal
Agreement dated of even date herewith signed by the parties relating to
certain rights with respect to future CV 2600 and CV 2500 type
container vessel building positions at the Shipyard (the "Right of
First Refusal Agreement").


3. Delivery. Paragraph 2 of Article VII of the Shipbuilding Contract
-------- references a PROTOCOL OF DELIVERY AND ACCEPTANCE that will be executed by the parties in connection with the delivery of the Vessel. The parties agree that the PROTOCOL OF DELIVERY AND ACCEPTANCE will be substantially in the form of Exhibit A attached hereto.


4. Warranty of Quality. Paragraph 4(f) of Article IX is hereby deleted
------------------- in its entirety and replaced with the following text:


"The BUYER may withhold ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1,500,000) from the delivery payment (the "Guarantee Holdback"). At
the time of the delivery of the Vessel, the BUYER shall deposit the
full amount of the Guarantee Holdback into an escrow account. The BUYER
shall pay to the BUILDER the entire Guarantee Holdback, less any amount
to cover any outstanding guarantee deficiency, upon completion of the
guarantee period for the VESSEL. Any amounts withheld beyond the end of
the guarantee period pursuant to this paragraph shall be paid to the
BUILDER upon the correction of all guarantee deficiencies for which
such amounts were withheld. Any dispute with respect to the disposition
of the Guarantee Holdback shall be settled pursuant to Article XIV of
this Contract."


5. Indemnification. Paragraph 2 of Article ...