FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 20, 2007 (this " Agreement "), is entered
into among MATSON NAVIGATION COMPANY, INC. (the " Borrower "), the Lenders party to the Credit Agreement (as
defined below) and FIRST HAWAIIAN BANK, as Agent (in such capacity, the " Agent "). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
A. The Borrower, the Lenders and the Agent entered into that certain Credit Agreement dated as of December 28,
2006 (as amended and modified from time to time, the " Credit Agreement ").
C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.
1. Amendments . The following definitions in Section 1.01 of the Credit Agreement are hereby amended and
restated in their entirety to read as follows:
" Consolidated Working Capital " means the excess of (a) the sum of consolidated current assets of the
Borrower and Subsidiaries plus any funds available to be drawn by the Borrower under this Agreement and other
credit facilities which mature more than one year from the date of determination over (b) consolidated current liabilities
of the Borrower and Subsidiaries.
" Funded Debt " shall mean and include, without duplication, (i) any obligation payable more than one year
from the date of creation thereof, which is shown on the balance sheet as a liability in accordance with GAAP
(including Capitalized Lease Obligations but excluding reserves for deferred income taxes and other reserves to the
extent that such reserves do not constitute an obligation), (ii) endorsements (other than endorsements of negotiable
instruments for collection in the ordinary course of business), guarantees and other contractually incurred contingent