AMENDMENT NO. 1
DATED DECEMBER , 1995
BY AND BETWEEN
MATSON NAVIGATION COMPANY, INC.
AMERICAN PRESIDENT LINES, LTD.
VESSEL PURCHASE AGREEMENT,
DATED DECEMBER 20, 1995
AMENDMENT NO. 1
VESSEL PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment No. 1") to the VESSEL PURCHASE AGREEMENT (as originally
executed on December 20, 1995 (the "VPA") is entered into on this ---- day of December, 1995 by and
between MATSON NAVIGATION COMPANY, INC., a Hawaii corporation ("Matson") and AMERICAN
PRESIDENT LINES, LTD., a Delaware corporation ("APL"). Capitalized terms used in this Amendment No. 1
and not otherwise defined herein have the meanings specified in, or in other instruments referred to in, the VPA.
Notwithstanding the provisions of Sections 5.1(b), 5.2(c) and 10 of the VPA, and Section 1.2(b)(v) and 1.2(c)
(v) of the Implementation Agreement, with respect to the purchase and sale of the vessel PRESIDENT
WASHINGTON, Official No. 653424 (the "Vessel"), APL shall indemnify and defend Matson from and against
any claims, demands, causes of action, costs, losses, damages, liabilities, fines, penalties and expenses (including,
without limitation, reasonable attorneys' fees) for or with respect to any sale, use or ad valorem taxes payable to
any governmental authority, or claimed to be payable by any such governmental authority, by reason of the
Vessel not being outside the territorial waters of the United States and California at the time of the purchase and
sale of the Vessel pursuant to the VPA. Nothing in the VPA or any instrument or other document executed
pursuant thereto or in respect thereof concerning the transfer of the Vessel, shall constitute a waiver of, or any
limitation on, Matson's rights or APL's obligations pursuant to the indemnity set forth in the preceding sentence.
(a) Except as amended by this Amendment No. 1, all other terms, conditions and covenants of the VPA are
hereby confirmed by the parties he