ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is dated as of June 30, 1995 and is among Matson Leasing
Company, Inc. ("Leasing"), Matson Navigation Company, Inc. ("Matson") and The Prudential Insurance
Company of America ("Prudential" or the "Noteholder"), as the holder of the $50,000,000 9.00% Notes due
October 2, 1999 (the "9.00% Notes"), the $10,000,000 7.65% Note due August 2, 2001 (the "7.65% Note")
and the $50,000,000 8.00% Notes due August 2, 2000 (the "8.00% Notes") (the 9.00% Notes, the 8.00%
Notes and the 7.65% Notes are collectively referred to as the "Notes"), in each case issued by Leasing.
Capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Consent
and Amendment Agreement of even date herewith (the "Consent").
WHEREAS, Leasing issued the Notes as follows: (a) the 9.00% Notes were issued pursuant to the note
agreement among Leasing, Prudential Reinsurance Company, a Delaware corporation ("PruRe"), and
Noteholder, dated as of June 28, 1991 (as amended, the "1991 Agreement"); (b) the 8.00% Notes were issued
pursuant to the note agreement dated March 11, 1992 (as amended, the "March 1992 Agreement") among
Leasing, Prudential and Prudential Property and Casualty Company ("PruPac") and Prudential; and (c) the
7.65% Notes were issued pursuant to the note agreement between Leasing and Prudential dated as of July 17,
1992 (as amended, the "July 1992 Agreement;" the 1991 Agreement, the March 1992 Agreement and the July
1992 Agreement are collectively referred to as the "Agreements"). Since the respective dates of issuance of the
Notes, PruPac and PruRe have transferred the Notes purchased by them to Prudential, so that Prudential is the
WHEREAS, each of the Notes is fully and unconditionally guarantied by Matson, as parent of Leasing, pursuant
to guaranty agreements of even date therewith (the "Guaranties").
WHEREAS, Matson and Leasing have agreed to the sal