Matson Navigation Company, Inc.
555 12 th Street
Oakland, CA 94607
Ladies and Gentlemen:
Reference is made to the Amended and Restated Note Agreement (the "Agreement") dated May 19, 2005, by and
between Matson Navigation Company, Inc. (the "Company"), on the one hand, and the undersigned, on the other hand.
Pursuant to paragraph 11C of the Agreement and for good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned and the Company agree that:
1. The defined term "Consolidated Working Capital" appearing in paragraph 10B shall be amended and restated in its
entirety as follows:
" Consolidated Working Capital " shall mean the excess of (a) the sum of (i) consolidated current assets of
the Company and Subsidiaries and (ii) the aggregate undrawn amount available under revolving credit facilities
provided to the Company to the extent such facilities expire no earlier than twelve months from any date of
determination over (b) consolidated current liabilities of the Company and Subsidiaries.
2. The defined term "Funded Debt" appearing in paragraph 10B shall be amended and restated in its entirety as follows:
" 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
liabilities (whether direct or indirect) in connection with the obligations of any Person, to the extent that such
obligations are payable more than one year from the date of creation thereof (including all guarantees of Funded Debt