{"id":42956,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/vessel-purchase-and-sale-agreement-matson-navigation-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"vessel-purchase-and-sale-agreement-matson-navigation-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/vessel-purchase-and-sale-agreement-matson-navigation-co-inc.html","title":{"rendered":"Vessel Purchase and Sale Agreement &#8211; Matson Navigation Co. Inc. and Kvaerner Shipholding Inc."},"content":{"rendered":"<pre>\n                       VESSEL PURCHASE AND SALE AGREEMENT\n\n\n                                    BETWEEN\n\n                        MATSON NAVIGATION COMPANY, INC.,\n                                   PURCHASER\n\n                                      AND\n\n                          KVAERNER SHIPHOLDING, INC.,\n                                     SELLER\n\n\n                                  MAY 29, 2002\n\n\n\n                       VESSEL PURCHASE AND SALE AGREEMENT\n\n                               TABLE OF CONTENTS\n\nARTICLE I - SALE OF VESSEL AND DELIVERY DATE..................................3\nARTICLE II - VESSEL DESCRIPTION...............................................4\nARTICLE III - PURCHASE PRICE AND PAYMENT......................................8\nARTICLE IV - SUPERVISION, INSPECTION AND APPROVAL OF PLANS....................9\nARTICLE V - CHANGES AND SPARES...............................................12\nARTICLE VI - PERFORMANCE GUARANTEES AND TERMINATION FOR NON-PERFORMANCE......17\nARTICLE VII - TRIALS AND DELIVERY............................................22\nARTICLE VIII - GUARANTEE PERIOD LIABILITY FOR DEFECTIVE WORK OR MATERIAL.....27\nARTICLE IX - DEFAULT OF PURCHASER............................................32\nARTICLE X - DEFAULT OF THE SELLER; ACTION BY THE PURCHASER UPON DEFAULT......34\nARTICLE XI - CANCELLATION BY THE PURCHASER...................................37\nARTICLE XIII - INSURANCE ON THE VESSEL AND MATERIALS.........................40\nARTICLE XIV - DAMAGE TO OR LOSS OF A VESSEL..................................42\nARTICLE XV - CERTAIN THIRD PARTY AGREEMENTS AND CONSENTS.....................43\nARTICLE XVI - SELLER TO RECEIVE AND CARE FOR ITEMS FURNISHED BY PURCHASER....45\nARTICLE XVII - RIGHTS OF PURCHASER WITH RESPECT TO ENGINEERING AND DESIGN\n   DATA......................................................................46\nARTICLE XVIII - INJURY TO EMPLOYEES AND OTHERS; PROPERTY DAMAGE OR LOSS;\n  INDEMNITY REGARDING RELATED AGREEMENTS ....................................46\nARTICLE XIX - MISCELLANEOUS..................................................48\nEXHIBIT A - KSI SHIPBUILDING CONTRACT\nEXHIBIT B - BASIC DESIGN DRAWINGS\nEXHIBIT C - BUILDER'S QUALITY ASSURANCE PROGRAM\nEXHIBIT D - LABOR CHARGE OUT RATES FOR CHANGE ORDERS\nEXHIBIT E - CERTIFICATE OF DELIVERY AND ACCEPTANCE\nEXHIBIT F - CERTIFICATE OF NO LIENS\nEXHIBIT G - FORM OF CHANGE ORDER AGREEMENT\nEXHIBIT H - REAL PROPERTY WAIVER AND GRANT OF LICENSE\nEXHIBIT I - STANDSTILL AGREEMENT\nEXHIBIT J - KVAERNER ASA GUARANTY\nEXHIBIT K - SUPPORT AND TRAINING AGREEMENT\n\n\n                       VESSEL PURCHASE AND SALE AGREEMENT\n\n\nTHIS VESSEL PURCHASE AND SALE AGREEMENT (this \"Agreement\"), is\nentered into this 29th day of May, 2002, by and between MATSON NAVIGATION\nCOMPANY, INC., a corporation organized under the laws of the State of Hawaii\n(\"Purchaser\"), and KVAERNER SHIPHOLDING, INC., a corporation\norganized under the laws of the State of Delaware (\"Seller\").\n\n                                  WITNESSETH:\n\nWHEREAS:  The Seller has entered into that certain shipbuilding contract dated\nApril 18, 2002, a copy of which is attached hereto as Exhibit A (the \"KSI\nShipbuilding Contract\"), with Kvaerner Philadelphia Shipyard Inc., an\naffiliate of Seller (the \"Builder\"), pursuant to which Seller agreed to\npurchase from the Builder one container vessel of the Philadelphia CV 2600\ndesign, designated as Hull 001 (the \"Vessel\" or \"Hull 001\"), to be constructed\nat the Builder's facility located at Philadelphia, Pennsylvania (the\n\"Shipyard\");\n\nWHEREAS:  The Purchaser and the Builder have negotiated a shipbuilding\ncontract, to be executed the date hereof (the \"Matson Shipbuilding Contract\"),\npursuant to which the Purchaser has agreed to purchase from the Builder one\ncontainer vessel of the Philadelphia CV 2600 design, designated as Hull 002\n(\"Hull 002\"); and \n\nWHEREAS:  The Seller desires to sell to Purchaser, and Purchaser desires to\npurchase, Hull 001 upon its delivery from the Builder to Seller.\n\nNOW THEREFORE:  In consideration of the premises and the covenants herein\ncontained, and other good and valuable consideration, the adequacy and receipt\nof which is hereby acknowledged, the parties hereto agree as follows:\n\n\n                  ARTICLE I - SALE OF VESSEL AND DELIVERY DATE\n\nSECTION 1.1.    SALE AND PURCHASE.  Seller hereby agrees to sell, convey and\ntransfer to Purchaser, and Purchaser hereby agrees to purchase from Seller, the\nVessel upon its completion and delivery to Seller pursuant to the KSI\nShipbuilding Contract subject to the terms and conditions set forth in this\nAgreement.\n\nSECTION 1.2.    DELIVERY DATE.\n\n      (a) Delivery of the Vessel shall be made to Purchaser on or before June\n30, 2003 (such date, as modified by this Agreement, hereinafter called the\n\"Delivery Date\").\n\n      (b) The Seller shall promptly notify Purchaser in writing if, at any time\nduring the performance of the contract work, the Builder's Master Production\nSchedule estimates that the actual delivery date of the Vessel will differ from\nthe Delivery Date by more than five (5) days, and in any event shall notify\nPurchaser not less than one hundred fifty (150) days, one hundred twenty (120),\none hundred (100) days, sixty (60) days, thirty (30) days and ten (10) days\nprior to the estimated delivery date provided for in such schedule.\n\n      (c) The Seller, in its sole discretion, may accelerate the Delivery\nDate by providing written notice to Purchaser. If Seller accelerates the\nDelivery Date pursuant to this subsection, such new date shall become the\nDelivery Date for the purposes of determining liquidated damages pursuant to\nArticle VI and Purchaser's right to cancel this Agreement pursuant to Article\nXI.  To the extent that any of Purchaser's obligations under this Agreement are\nbased on the Delivery Date, Purchaser's fulfillment of such obligations will be\nextended as reasonably required by Purchaser with reference to the original\nDelivery Date and Seller's proposed adjustment; provided, there shall be no\nsuch adjustment to Purchaser's obligation to make the Delivery Payment, as\nprovided in this Agreement, on the Delivery Date.\n\n      (d) Fourteen (14) days prior to the projected delivery of the Vessel,\nemployees of Purchaser and Purchaser's contractors or agents shall be entitled\nto access to the Vessel to engage in such activities and perform such work as\nPurchaser may specify and to familiarize the crew with the Vessel and to\nprovision of the Vessel; provided that Purchaser's activities shall not (i)\ninterfere with any work being performed by the Builder or (ii) contravene any\ncollective bargaining agreement of the Builder.\n\n\n                        ARTICLE II - VESSEL DESCRIPTION\n\nSECTION 2.1.    PLANS AND SPECIFICATIONS.  The Vessel shall be eligible for\noperation under the U.S. flag and in the U.S. coastwise trade.  The Vessel\nshall in all respects meet the requirements of the KSI Shipbuilding Contract,\nincluding without limitation the Specification referred to and described in\nArticle I thereof, all as modified by this Agreement.  In addition to the other\nterms and conditions of this Agreement describing the Vessel and its\nperformance, Seller agrees to cause the Builder to make such changes to the\nVessel, including the installation of Purchaser's Supplies and the delivery of\nspare parts, to conform the same to the requirements for Hull 002 under the\nMatson Shipbuilding Contract, including without limitation the Plans and\nSpecifications identified in Article II (a) thereof (the \"Plans and\nSpecifications\").\n\n      (b) If any additional work or change is performed by the Builder on Hull\n002 pursuant to Article II (b) of the Matson Shipbuilding Contract prior to\ndelivery of the Vessel to Purchaser, Seller shall cause the Builder to perform\nthe same work or change on the Vessel at no cost to Purchaser.\n\n      (c) To the extent the Plans and Specifications referred to in ARTICLE II\nrequire without limitation work, trials, spares, materials or equipment to be\nfurnished to the \"first vessel,\" the parties agree that such work, trials,\nspares, material or equipment shall be furnished to Hull 001 under this\nAgreement.  Where any work, trials, spares, material or equipment is to be\nfurnished to one vessel only, but it is not clear if it is Hull 001 or Hull\n002, the parties will agree on which vessel is to receive same.\n\nSECTION 2.2.    SCOPE OF WORK.  The Seller shall cause the Builder to furnish\nall plant, facilities, labor, materials, supplies and equipment, and shall\nperform all work necessary to design, construct, launch, outfit, test and\ndeliver the Vessel at Builder's risk and expense, in strict accordance with\nthe Plans and Specifications referred to in Section 2.1 above, and shall cause\nBuilder do everything required by this Agreement and the Plans and\nSpecifications, including causing the Builder to develop working plans and to\ninstall any of the Purchaser's Supplies that the Plans and Specifications\nprovide shall be furnished by Purchaser, all for the consideration set forth in\nSection 3.1 below for Hull 001, including the spare parts specifically\nidentified in the Specifications, together with such additions and subject to\nsuch deductions as are herein provided (the \"Purchase Price\").\n\nSECTION 2.3.    COMPLIANCE WITH REGULATORY BODIES. The Vessel shall be eligible\nfor certification and classification as a commercial containership by the\nRegulatory Bodies.  In performing the contract work, Seller shall cause the\nBuilder to comply with all of the requirements of the Regulatory Bodies\nnotwithstanding that there may be shown in or on any contract plan and\/or\nguidance plan or set out in the Plans and Specifications the specific\nrequirements of any item of contract work, and notwithstanding any approvals\nshown upon said contract plans, subject, however, to the following: (i) if the\nPlans or the Specifications specifically require work in excess of that\nrequired by the applicable Regulatory Bodies, such specifically required work\nshall be performed by Seller as contract work required by this Agreement;\n(ii) if the Plans and Specifications require work which is less than that\nrequired by the applicable Regulatory Bodies, Seller shall perform the work\nrequired by the applicable Regulatory Bodies as contract work required by this\nAgreement; and (iii) if the Plans and Specifications require work that is less\nthan that required by the applicable Regulatory Bodies, and such regulatory\nrequirement is in compliance with a rule of the Regulatory Bodies made\neffective following the execution of this Agreement, and said requirement\neffects an increase in the cost of the contract work, the Purchase Price shall\nbe adjusted pursuant to the provisions of Article V of this Agreement. The\nSeller shall cause all necessary approvals of the Plans and Specifications to\nbe obtained from the Classification Society and from all Regulatory Bodies\nwhose certificates are required for operation of the Vessel as set forth in\nthe Specifications.\n\nSECTION 2.4.    WORKMANSHIP AND MATERIALS.  Unless otherwise specifically\nprovided in the Plans and Specifications, all workmanship, equipment,\nmaterials, and articles incorporated in the Vessel shall be new and of good\nmarine quality and in conformance with good commercial shipbuilding standards.\nWhen required by the Plans and Specifications, Seller shall furnish to\nPurchaser for its approval, which shall not be unreasonably withheld, the\nnames of the manufacturers, vendors and subcontractors of the principal items\nof machinery, mechanical and other equipment and work which it contemplates\nincorporating in or having performed on the Vessel.  When required by the Plans\nand Specifications or when requested by Purchaser, Seller shall furnish full\ninformation concerning the materials or articles that it contemplates\nincorporating in the Vessel.\n\nSECTION 2.5.    CLASSIFICATION.  The Seller shall cause the Builder to arrange\nwith the American Bureau of Shipping (the \"Classification Society\") for the\nassignment by the Classification Society of a representative or representatives\n(the \"Classification Surveyor\") to the Vessel during construction of the Vessel\nat the Shipyard.  All fees and charges incidental to classification and\ncompliance with the Classification Society class requirements as required under\nthis Agreement, including all fees and charges relating to the Alternative\nCompliance Program with the United States Coast Guard (\"USCG\"), unless\notherwise specified, shall be for the account of the Builder or the Seller.\nPrior to the construction of the respective parts of the Vessel, Seller shall\ncause the Builder to submit to the Classification Society and to obtain all\nnecessary approvals of the plans and drawings related to the construction of\nthe Vessel.  Seller shall cause the Builder to promptly furnish to Purchaser\ncopies of all correspondence with the Classification Society.  Decisions of the\nClassification Society as to the compliance or non-compliance with the\nClassification Society requirements shall be final and binding upon the parties\nhereto.\n\nSECTION 2.6.    APPROVALS BY REGULATORY BODIES.  Seller shall cause the Builder\nto arrange with the USCG for all necessary plan approvals and for the\ninspection of the Vessel by representatives of USCG during construction of the\nVessel at the Shipyard.  It is recognized and understood that USCG may appoint\nthe Classification Society as its representative for some functions under the\nAlternative Compliance Program.  Seller or the Builder shall be responsible for\npayment of all costs and expenses associated with such inspections and surveys\nperformed by USCG.  Seller and the Builder shall be responsible for formal\ncommunications with USCG and its representatives concerning construction of the\nVessel.  The above does not preclude Purchaser or USCG from communicating\ndirectly on routine matters concerning the construction of the Vessel.  The\nClassification Society, the USCG and all government and other departments or\nagencies (both domestic and international) having jurisdiction over the\ncontract work, the Shipyard, the Vessel or whose certificates are required for\noperation of the Vessel in the international and domestic trades of the United\nStates of America are hereinafter collectively called the \"Regulatory Bodies.\"\n\n\n                    ARTICLE III - PURCHASE PRICE AND PAYMENT\n\nSECTION 3.1.    PURCHASE PRICE.  The Purchase Price for the Vessel shall be\nNINETY-SEVEN MILLION DOLLARS ($97,000,000); provided, if Purchaser waives its\nright to cancel this Agreement pursuant to Article XI hereof and its rights to\ncancel the Matson Shipbuilding Contract pursuant to Article XXII thereof before\nDecember 31, 2002, the Purchase Price for the Vessel shall be NINETY-FOUR\nMILLION DOLLARS ($94,000,000).\n\nSECTION 3.2.    DELIVERY PAYMENT.  The Purchase Price for the Vessel shall be\npaid upon delivery of the Vessel by wire transfer to an account specified by\nSeller (the \"Delivery Payment\"); provided that the Delivery Payment shall be\nsubject to (i) deferral of payment of the amounts stated on the Delivery\nCertificate to be withheld in accordance with Section 7.3; (ii) the holdback\ndescribed in Section 8.9; (iii) disputed amounts deposited in escrow pursuant\nto Section 3.3, and (iv) less any reduction in the Purchase Price pursuant to\nSection 6.1 hereof.  In the event that an increase or decrease in the Purchase\nPrice due to a change is not finally determined prior to delivery of the Vessel\nto which the increase or decrease applies, appropriate adjustment of any\noverpayments or underpayments shall be made promptly upon final determination\nof the increase or decrease after such delivery.\n\nSECTION 3.3.    ESCROW ACCOUNT.  To the extent that there is a dispute with\nrespect to the amount that Seller owes to Purchaser for liquidated damages\npursuant to Section 6.1 of this Agreement or the amount that Purchaser owes\nSeller for changes pursuant to Article VI hereof, or any other amounts alleged\nto be owed by either party pursuant to this Agreement, such disputed amounts\nshall be placed into an interest-bearing escrow account (the \"Disputes Escrow\nAccount\") prior to the delivery of the Vessel and released to the appropriate\nparty upon resolution of such dispute pursuant to this Agreement.  In the case\nof liquidated damages, Purchaser shall deduct from the Delivery Payment the\namount of liquidated damages it is seeking from Seller and deposit such amount\ninto the Disputes Escrow Account.  With respect to disputed amounts resulting\nfrom changes, Purchaser shall make a deposit into the Disputes Escrow Account\nequal to the amount that Seller is seeking from Purchaser for the changes.  The\naccrued interest from the Disputes Escrow Account shall be distributed pro rata\nbetween the parties based on the final distribution of the amounts held in the\nDisputes Escrow Account.  Provided that Purchaser has complied with the\nprovisions of this Section 2.3, Seller shall not delay or refuse delivery of\nthe Vessel by reason of any disputes with respect to such amounts.\n\nSECTION 3.4.    INTEREST FOR LATE PAYMENT.  All amounts payable by either party\nunder this Agreement, which are not paid within the time period specified,\nshall bear interest from the date on which such payment should have been paid\nuntil paid or credited in full, to the extent legally enforceable, at the\none-month LIBOR Rate charged by Wells Fargo Bank, National Association.  The\n\"one-month LIBOR rate\" is a base rate that Wells Fargo Bank, National\nAssociation from time to time establishes and which serves as the basis upon\nwhich effective rates of interest are calculated for those loans making\nreference thereto.  Each change in the one-month LIBOR Rate shall become\neffective at 12:01 a.m. on the day such change becomes effective.\n\n\n           ARTICLE IV - SUPERVISION, INSPECTION AND APPROVAL OF PLANS\n\nSECTION 4.1.    APPOINTMENT OF REPRESENTATIVE.  The Seller shall appoint\nPurchaser as Seller's representative pursuant to ARTICLE IV of the KSI\nShipbuilding Contract.  In addition, Seller shall not (i) exercise any right or\nremedy under the KSI Shipbuilding Contract, including making inspections,\nperforming tests or approving changes, or (ii) declare a default under the KSI\nShipbuilding Contract, without the prior written consent of Purchaser, but\nshall in each case exercise any such right or remedy thereunder upon the\ndirection of Purchaser.  Purchaser shall be responsible for all costs related\nto its activities as Seller's representative at the Shipyard.\n\nSECTION 4.2.    FACILITIES FOR REPRESENTATIVE.  The Seller shall cause the\nBuilder to furnish promptly, without additional charge, all reasonable\nfacilities and materials, including suitably furnished offices (to be at least\nequivalent to the offices of the Builder's employees of comparable\nresponsibility) with light, heat and air conditioning, as required by climatic\nconditions, telephone, desks, drawing tables, and filing cabinets, necessary\nfor the safe and convenient administration of the inspection and tests that\nmay be reasonably required by the representatives of the Regulatory Bodies and\nas specified in the Plans and Specifications for the representatives of\nPurchaser.\n\nSECTION 4.3.    INSPECTIONS.  The Seller shall cause the Builder to ensure that\nthe Vessel and the Shipyard shall at all times during working hours be subject\nto inspections by Purchaser. All material and workmanship, unless otherwise\ndesignated by the Plans and Specifications or by this Agreement, shall be\nsubject to inspection by representatives of Purchaser, representatives of the\nRegulatory Bodies having jurisdiction in the premises or the Vessel at any and\nall proper times during manufacture and\/or construction at any and all places\nwhere such manufacture and\/or construction are carried on; provided, however,\nSeller shall cause the Builder to exercise reasonable efforts to schedule tests\nand, to the extent that they are scheduled by the Builder, inspections, between\nthe hours of 7am and 6pm on workdays.  Construction of Hull 001 has been\ninspected and approved prior to the date of this Agreement by Barber Ship\nManagement, Inc., which inspections shall not be repeated by Purchaser,\nprovided that the foregoing shall not diminish in any way Purchaser's rights\nunder the last sentence of Section 4.6 hereof.\n\nSECTION 4.4.    APPROVAL PLANS.  The Seller represents and Purchaser acknow-\nledges that (i) construction of the Vessel has begun, (ii) with the exception\nof a few outstanding comments, all necessary plan approvals have been obtained\nfrom the Regulatory Bodies, and (iii) the Purchase Price for the Vessel has\nbeen agreed on this basis.  Attached hereto as Exhibit B is a list of Basic\nDesign Drawings that have previously been submitted to the Regulatory Bodies\nfor approval and Purchaser for review, which are the \"Approval Plans\" referred\nto in Section G-17 of the Plans and Specifications.  The Purchaser may submit\nadditional comments on such Approval Plans within forty-five (45) days of the\ndate of this Agreement.  The Seller shall cause the Builder to implement all\nchanges required by the Plans and Specifications without additional cost to\nPurchaser.  Any other comment, to the extent it requests a change in such\nApproval Plans, shall be treated as a request for a change under Article V\nhereof.  Any prior approval or acceptance of such Approval Plans by Purchaser,\nor the failure to comment within the forty-five (45) day period referred to\nabove, shall not relieve Seller from the liabilities specified in Article VIII\nhereof for deviations from any express requirement of the Plans and\nSpecifications unless Seller has in writing called Purchaser's attention to\nsuch deviations at the time of submission.  The Purchaser also shall have the\nright to reasonably request copies of any working plans only for review and\ncomment as to the conformity with the Plans and Specifications.\n\nSECTION 4.5.    MASTER PRODUCTION SCHEDULE.  On or before the execution of this\nAgreement, Seller shall have caused the Builder to provide Purchaser with a\ncopy of the Builder's Master Production Schedule current as of the date hereof.\nThe Seller shall cause the Builder to submit to Purchaser any other schedules\nreasonably required by Purchaser to keep Purchaser informed as to the\nconstruction of the Vessel and the progress of construction.  The Seller shall\ncause the Builder to update such schedules monthly, if possible, but in no\nevent less than bi-monthly.\n\nSECTION 4.6.    APPROVAL AND REJECTION OF WORK AND MATERIALS.  The Purchaser\nshall promptly approve all work and materials conforming to the requirements of\nthis Agreement and shall promptly reject all work and material not conforming\nto the requirements of this Agreement. Rejected workmanship shall be\nsatisfactorily corrected, and rejected material shall be satisfactorily\nreplaced with proper material without charge therefor, unless such work or\nmaterial shall have been furnished by Purchaser, in which event the remedying\nof such defective work, or the replacing of such defective material, if caused\nto be done by Seller, shall be treated as a change under this Agreement. The\nSeller shall cause the Builder to promptly segregate and remove the rejected\nmaterial. The acceptance of such workmanship and materials shall not prejudice\nthe rights of Purchaser under Article VIII hereof.  Defects appearing in any\nstage of the work shall be cause for rejection even though the item in question\nmay have previously been passed as satisfactory.\n\nSECTION 4.6.    QUALITY CONTROL.  All inspection, tests, and approvals shall be\nperformed in such a manner as not to delay the work unnecessarily and Purchaser\nshall not conduct unreasonable repeat inspections.  Inspections performed by\nPurchaser shall not be a substitute for in-process control of quality by the\nBuilder and Seller.  The Builder is certified to ISO 9001-2000, and Exhibit C\nattached hereto describes the Builder's Quality Assurance Program.  The Seller\nshall cause the Builder to maintain its said Quality Assurance Program\nthroughout the duration of this Agreement.\n\n\n                         ARTICLE V - CHANGES AND SPARES\n\nSECTION 5.1.    GENERALLY.  The Seller shall cause the Builder to perform all\nchanges to the Vessel required by this Article V.  The Seller shall not,\nexcept as provided in Section 2.1(b), depart from the requirements of the Plans\nand Specifications or make any other changes in the contract work required by\nthe Plans and Specifications without all prior authorization required by the\nprovisions of this Article V.\n\nSECTION 5.2.    CLASSIFICATION OF CHANGES.  For purposes of this Article V,\nchanges in contract work shall be classified as either \"essential\" changes or\n\"non-essential\" changes.  \"Essential Changes\" shall consist of changes in the\ncontract work due to an action of any of the Regulatory Bodies as set forth in\nclause (iii) of Section 2.3 or due to any other promulgation of a new law or\nrule that renders it illegal to own or operate the unchanged Vessel.  All other\nchanges shall be \"Non-essential Changes.\"\n\nSECTION 5.3.    CHANGE ORDER PROCEDURE.\n\n      (a) The Seller shall be entitled to a fair and reasonable adjustment\nin the Purchase Price and Delivery Dates relating to any Essential Change or\nNon-essential Change performed hereunder.  Upon receipt of Purchaser's written\ndirection for a change, Seller shall submit within fifteen (15) days to\nPurchaser the Builder's \"rough-order-of-magnitude\" (\"ROM\") estimate of the net\nincrease or decrease in the Purchase Price and the effect on the Delivery Date\nof the Vessel resulting from such change.\n\n      (b) As soon as practicable thereafter, but in no event more than fifteen\n(15) days after the submission of the ROM estimate except for good cause due to\nthe nature of the change requested by Purchaser, Seller shall provide Purchaser\nwith the Builder's detailed estimate for such change, which estimate shall\ninclude the following:\n\n          (i)  the net increase or decrease in the Purchase Price, including\n      (1) a materials cost estimate complete with copies of material quotations\n      valued at over $5,000 per item and with a ten percent (10%) mark-up for\n      materials handling and administration, and (2) a labor man-hour estimate\n      broken down by SFI at the one digit level and multiplied by the composite\n      labor charge out rate (including burden, overhead and fees) for the\n      relevant elements of engineering, planning and production labor cost,\n      which rates as of the date hereof are attached hereto as Exhibit D and\n      are subject to the provisions of subparagraph (iii) below;\n\n          (ii)  the estimate of the impact on the Delivery Date for the Vessel\n      and the Builder's Master Production Schedule, both in calendar days and\n      to the contract and additional overhead (as appropriate);\n\n          (iii)  the effect on weight, moments and centers;\n\n          (iv)   the changes to the Vessel's speed, fuel consumption,\n      deadweight and container capacity;\n\n          (v)  the effect of such change on the other terms and conditions of\n      this Agreement; and\n      \n          (vi)  a list of the plans and drawings affected by the proposed\n      change.\n\n      The foregoing hereinafter collectively referred to as the \"Essential\nTerms.\"\n\n      (c) The composite labor rates set forth in Exhibit D attached hereto\nare subject to periodic adjustment by the Builder not less than annually unless\notherwise specified in a union contract.  Such adjustments will be communicated\nto Purchaser at which times the parties will execute an amendment to this\nAgreement for the purposes of amending Exhibit D.\n\n      (d) The Purchaser shall accept or reject the detailed estimate within\nfifteen (15) days after receipt of such estimate.  If the estimate is accepted,\nSeller shall prepare, and Purchaser and Seller shall execute, an amendment to\nthis Agreement, in the form of Exhibit G attached hereto (the \"Change\"), to\namend the terms and conditions of this Agreement with respect to such Essential\nChange or Non-essential Change.\n\nSECTION 5.4.    ESSENTIAL CHANGES.  The Purchaser shall have the right to\ndirect Seller to cause the Builder to perform an Essential Change, and Seller\nupon receipt of Purchaser's written direction shall cause the Builder to\ncommence the performance of the Essential Change at such time as Purchaser may\ndirect without regard to whether prior agreement has been reached as to the\neffect of the Essential Change on the Essential Terms.\n\nSECTION 5.5.    NON-ESSENTIAL CHANGES.  The Purchaser shall have the right to\npropose to Seller in writing a Non-essential Change in the contract work, and\nSeller shall promptly review such proposal and provide Purchaser with estimates\nrelating to such change in accordance with the procedures described in Section\n5.3 above. The Seller's obligation to perform such Non-essential Change shall\nbe as follows:\n\n      (a) The Seller shall perform such Non-essential Change, provided:\n\n          (i)  such change or an accumulation of such Non-essential Changes\n      will not, in the Builder's reasonable judgment, adversely affect the\n      Builder's planning or program in relation to the Builder's other\n      commitments;\n\n          (ii)  prior to the expiration or waiver of Purchaser's right to\n      cancel this Agreement pursuant to Article XI, such change or an\n      accumulation of such Non-essential Changes will not, in Seller's\n      reasonable judgment, adversely affect Seller's ability to sell the Vessel\n      to another party in the event that Purchaser cancels the Agreement\n      pursuant to Article XI; and \n\n          (iii)  the parties agree on the effect of the Non-essential Change on\n      the Essential Terms and execute a Change with respect thereto.\n\n      (b) In the event that the parties are unable to agree as to the effect of\nthe Non-essential Change on the Essential Terms pursuant to subsection (a)\nabove, Purchaser may direct Seller to cause the Builder to perform a Non-\nessential Change without the prior agreement of the parties as to the effect of\nthe Non-essential Change on the Essential Terms if such change will not, in the\nBuilder's reasonable estimate, cause a delay of more than thirty (30) days, or\nin the aggregate for all Non-essential Changes for which no agreement has been\nreached, of more than ninety (90) days, or that such Non-essential Change, in\nthe aggregate with all other Non-essential Changes for which no agreement has\nbeen reached, will not cost, in Seller's reasonable estimate, more than SEVEN\nHUNDRED AND FIFTY THOUSAND DOLLARS ($750,000).\n\nSECTION 5.6.    CHANGE PROPOSALS BY SELLER.  The Seller shall have the right to\npropose to Purchaser in writing any change in the contract work. The Seller\nshall transmit to Purchaser its proposed change accompanied by a detailed\nestimate containing the information provided in and in accordance with the\nprocedures of Section 5.3, provided that nothing herein shall require Purchaser\nto accept a change proposed by Seller.\n\nSECTION 5.7.    COST REIMBURSEMENT.  In all cases where changes are proposed by\nPurchaser but the proposals are subsequently withdrawn, the reasonable costs\nincurred by Seller in preparing an estimate of the net increase or decrease in\nthe Purchase Price and the probable delay in delivery shall be paid to Seller\nby Purchaser; provided that where withdrawal of the proposal is due to good-\nfaith failure to agree as to cost and delay attributable to the proposed\nchange, Seller shall be entitled to recover only those reasonable costs in\nexcess of FIVE-HUNDRED DOLLARS ($500).\n\nSECTION 5.8.    DISPUTED CHANGES.  In the event that Purchaser has directed\nSeller to make an Essential Change pursuant to Section 5.4 or a Non-essential\nChange pursuant to Section 5.5 and the parties are unable to agree on the price\nand other Essential Terms of such change within thirty (30) days, the matter\nshall be settled in accordance with Section 19.10 of this Agreement and the\nwork on such Non-essential Change shall proceed during the pendency of the\nproceedings pursuant to Section 19.10, except as otherwise provided herein.\n\nSECTION 5.9.    SPARES.\n\n      (a) The Purchaser will provide Seller with a list of spares in excess of\nthose set forth in the Plans and Specification.  At Purchaser's option, Seller\nshall cause the Builder to purchase such spares on behalf of Purchaser at the\nprices available to Builder, which shall be treated as a Non-essential Change\npursuant to this Article V.\n\n      (b) For spares that are purchased by Seller prior to the expiration or\nwaiver of Purchaser's right to cancel this Agreement pursuant to Article XI,\nSeller shall cause the Builder to include a cancellation provision in the\npurchase orders for such spares.  In the event that Purchaser cancels this\nAgreement pursuant to Article XI, Purchaser shall reimburse Seller for any\ncancellation fees assessed by the vendors or for any deposits or payments that\nSeller is unable to have refunded as a result of such cancellation.\n\n\n    ARTICLE VI - PERFORMANCE GUARANTEES AND TERMINATION FOR NON-PERFORMANCE\n\nSECTION 6.1.    PERFORMANCE GUARANTEES.  The Purchase Price shall be subject to\nadjustment, as hereinafter set forth, in the event of the following\ncontingencies (it being understood by the parties that any reduction of the\nPurchase Price is by way of liquidated damages and not by way of penalty):\n\n      (a) Delivery.\n\n          (i)  No adjustment shall be made and the Purchase Price shall\n      remain unchanged for the first thirty (30) days of delay in delivery of\n      the Vessel beyond the Delivery Date (ending as of twelve o'clock midnight\n      of the thirtieth (30th) day of delay).\n\n          (ii)  If the delivery of the Vessel is delayed more than thirty\n      (30) days after the Delivery Date, then, in such event, beginning at\n      twelve o'clock midnight of the thirtieth day after the Delivery Date,\n      the Purchase Price shall be reduced by deducting therefrom $20,000 per\n      day.\n\n          (iii)  But, if the delay in delivery of the Vessel should continue\n      for a period of one hundred and eighty (180) days from the thirty-first\n      (31st) day after the Delivery Date, then in such event, and after such\n      period has expired, Purchaser may at its option terminate this Agreement\n      in accordance with the provisions of Section 6.3 hereof.  The Seller may,\n      at any time after the expiration of the aforementioned one hundred and\n      eighty (180) days of delay in delivery, if Purchaser has not served\n      notice of termination as provided in Section 6.3 hereof, demand in\n      writing that Purchaser shall make an election, in which case Purchaser\n      shall, within fifteen (15) days after such demand is received by\n      Purchaser, notify Seller of its intention either to terminate this\n      Agreement or to consent to the acceptance of the Vessel at an agreed\n      future date and with the reduction in the Purchase Price determined in\n      accordance with this ARTICLE; it being understood by the parties hereto\n      that, if the Vessel is not delivered by such future date, Purchaser shall\n      have the same right of termination upon the same terms and conditions as\n      hereinabove provided.\n\n           (iv)  If Purchaser requests in writing that the delivery of the\n      Vessel be made earlier than the Delivery Date, and if the delivery of the\n      Vessel is made in response to such request of Purchaser, then, in such\n      event, beginning with the first (1st) day prior to the Delivery Date,\n      Seller shall promptly furnish Purchaser with an estimate of increased\n      costs and other changes attributable to any such request in accordance\n      with the procedures set forth in Section 5.3 hereof and action shall be\n      taken as provided therein.  In the event that a new Delivery Date is\n      established both payments and liquidated damages will be related to the\n      new Delivery Date.\n\n      (b) Container Carrying Capacity.\n\n          (i)  The design container capacity of the Vessel is 1441 containers\n      under conditions according the Vessel's Container Stowage Plan\n      001 0315 80 401 Version H (typical loading).  Should there be a\n      deficiency in said container carrying capacity of the Vessel of more than\n      10 containers (independent of size), i.e. less than 1431 containers, the\n      Purchase Price shall be reduced with THIRTY THOUSAND DOLLARS ($30,000)\n      per 20' and 24' container, SIXTY THOUSAND DOLLARS ($60,000) per 40' and\n      45' container, and EIGHTY THOUSAND DOLLARS ($80,000) per refrigerated\n      container in accordance with the agreed stowage plan short of 1431\n      containers.\n\n           (ii)  Should the container carrying capacity be reduced by more\n      than fifty (50) containers, then Purchaser may, at its option, reject the\n      Vessel and terminate this Agreement in accordance with the provisions of\n      Section 6.3 hereof, or may accept the Vessel at a reduction in the\n      Purchase Price as specified above.\n\n      (c) Deadweight.\n\n          (i)  The Purchase Price shall not be affected or changed by\n      reason of the actual deadweight of the Vessel as determined in accordance\n      with the Specification if the difference is less than 300 metric tonnes\n      of the 29400 metric tonnes guaranteed deadweight of the Vessel.\n\n          (ii)  However, in the event that the deficiency in the actual dead-\n      weight of the Vessel as determined in accordance with the Specification\n      is more than 300 metric tonnes of the guaranteed deadweight of the\n      Vessel, the Purchase Price shall be reduced by the sum of ONE THOUSAND\n      FIVE HUNDRED DOLLARS ($1,500.00) for each full metric ton of such\n      deficiency being more than 300 metric tonnes (disregarding fractions of\n      one (1) metric tonnes).\n      \n          (iii)  In the event of such deficiency in the actual deadweight of\n      the Vessel being 1000 metric tonnes or more, then, Purchaser may, at its\n      option, reject the Vessel and terminate this Agreement in accordance with\n      the provisions of Section 6.3 hereof or accept the Vessel at a reduction\n      in the Purchase Price as specified above.\n\n      (d) Speed.\n\n          (i)  The Purchase Price shall not be affected or changed by reason of\n      the actual speed, as determined by the trial run, being less than two-\n      tenths (2\/10) of one (1) knot below the guaranteed speed of twenty-two\n      and one-half (22.5) knots as defined in the Specification for any Vessel.\n    \n          (ii)  However, commencing with each full one-tenth (1\/10) knot\n      thereafter, the Purchase Price shall be reduced as follows for each full\n      one-tenth (1\/10) of a knot (but disregarding fractions of one-tenth\n      (1\/10) of a knot):\n\n3\/10th of a knot-5\/10th of a knot  $115,000 per full one-tenth (1\/10) of a knot\n6\/10th of a knot-1 full knot       $165,000 per full one-tenth (1\/10) of a knot\n\n          (iii)  If the deficiency in actual speed of the Vessel upon trial\n      run is more than one (1) full knot below the guaranteed speed of the\n      Vessel, Purchaser may, at its option, reject the Vessel and terminate\n      this Agreement in accordance with the provisions of Section 6.3 hereof,\n      or may accept Vessel at a reduction in the Purchase Price as specified\n      above.\n\n      (e) Fuel Consumption:\n\n          (i)  The Purchase Price shall not be affected or changed by\n      reason of the fuel consumption of the main engine on the test bed, as\n      determined per the Plans and Specifications, being more than the\n      guaranteed fuel consumption of the Vessel, if such excess is not more\n      than five percent (5%) over the guaranteed fuel consumption, equaling\n      179.55 g\/kWh (171g\/kwh +5%).\n\n          (ii)  However, commencing with an excess of five percent (5%) in\n      the actual fuel consumption over the guaranteed fuel consumption,\n      equaling 179.55g\/kWh, the Purchase Price shall be reduced by the sum\n      of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) for each full gram increase\n      in fuel consumption.\n\n          (iii)  If such actual fuel consumption exceeds 189.55 g\/kWh,\n      Purchaser may, at its option, reject the Vessel and terminate this\n      Agreement in accordance with the provisions of Section 6.3 hereof, or may\n      accept the Vessel at a reduction in the Purchase Price as specified\n      above.\n\nSECTION 6.2.    EFFECT OF TERMINATION AND OFFSET.  Notwithstanding any other\nprovision of this ARTICLE VI, it is expressly understood and agreed by the\nparties hereto that in any case:\n\n      (a) If Purchaser terminates this Agreement under this Article VI,\nPurchaser shall not be entitled to any liquidated damages.\n\n      (b) Any amounts of liquidated damages payable under this Article VI may\nbe offset from payments due on the Purchase Price under Section 3.2.\n\nSECTION 6.3.    PROCEDURE FOR TERMINATION BY PURCHASER.\n\n      (a) In the event that Purchaser shall exercise its right to terminate\nthis Agreement under this ARTICLE VI, then Purchaser shall notify Seller\npursuant to Section 19.11 hereof, and such termination shall be effective as of\nthe date notice thereof is received by Seller.\n\n      (b) Thereupon Seller shall promptly refund to Purchaser the full amount\nof all sums paid by Purchaser to Seller on account of the Vessel, unless Seller\nproceeds to dispute such termination under the provisions of Section 19.10\nhereof.\n\n      (c) Upon such refund by Seller to Purchaser, all obligations, duties and\nliabilities of each of the parties hereto to the other under this Agreement\nshall be forthwith completely discharged.\n\n\n                       ARTICLE VII - TRIALS AND DELIVERY\n\nSECTION 7.1.    TRIALS.\n\n      (a) The Vessel shall have the dock trials and other trials and tests as\nset forth in the Plans and Specifications and in this Agreement.  The\nreasonably necessary expenses of such trials and tests shall be borne by\nSeller.\n\n      (b) When the work on the Vessel is substantially complete, as required by\nthis Agreement, and when Seller and the Builder shall have made sufficient\ntrials at the dock to be reasonably sure of satisfactory performance under the\nrequirements of this Agreement, the Vessel shall be subject to trials at sea to\ntest it and its power as prescribed by the Plans and Specifications and this\nAgreement.\n\n      (c) Arrangements will be made so as to obtain specific data during the\ntrials that are required to determine compliance with this Agreement and the\nPlans and Specifications.  At a reasonable time, but no less than sixty (60)\ndays before the Vessel is ready for trial, Seller shall submit a schedule and\ndescription of trials to Purchaser for approval by Purchaser.\n\n      (d) The Purchaser shall have the right to have authorized representa-\n tives, employees, inspectors and any other person reasonably designated by\n Purchaser present at all sea trials.\n\nSECTION 7.2     ADDITIONAL TRIALS-EXPENSES.  If at and upon trials required by\nthe Plans and Specifications and by this Agreement there shall be any failure\nof the Vessel to meet the requirements of this Agreement, Seller shall, after\ncorrective action is taken, cause the Builder to make further trials sufficient\nin number reasonably to demonstrate compliance with the Plans and Specifica-\ntions and this Agreement.  The costs of all additional trials required by this\nSection 7.2 shall be borne by Seller or the Builder, except that with regard to\nany trials made necessary by failure or malfunction upon prior trial of\nequipment or machinery furnished by Purchaser, Purchaser shall bear the cost of\nsuch additional trials.\n\nSECTION 7.3.    POST-TRIAL INSPECTION-ACCEPTANCE AND DAMAGES.  After the trials\nrequired by this Agreement or by the Plans and Specifications have been\ncompleted, the Vessel shall be returned to the Shipyard, and in cases where the\nperformance is in question, in accordance with the equipment vendor's\nrecommendations or required by the Regulatory Bodies, the machinery shall be\nopened up for post-trial inspection and examination.  If the requirements and\nconditions hereof shall, upon the trials mentioned, be fulfilled, the Vessel\nshall be accepted subject to the provisions of Article VIII hereof.  If any\ndefects, deficiencies or non-conformance with the Plans or Specifications or\ndamage due to such defects or deficiencies or non-conformance with the Plans or\nSpecifications appear in the work performed by the Builder, or in the materials\nand equipment supplied by the Builder, Seller shall cause the Builder to\ncorrect the defects, deficiencies, non-conformance with the Plans or\nSpecifications or damage at the expense of Seller or the Builder, after which\nthe machinery shall be closed and connected, ready for service; provided,\nhowever, that if the requirements, conditions and guarantees of this Agreement\nshall not be met, the parties may stipulate money damages in lieu of\nperformance by Seller, or Purchaser may accept delivery subject to completion\nor correction of all incomplete or defective contract work listed by Purchaser\nin the Delivery Certificate with an appropriate holdback from the Delivery\nPayment for the Vessel to cover the work, provided that any amount held back\nby Purchaser that is disputed by Seller shall be deposited in the escrow\naccount pursuant to Section 3.3.  Prior to delivery all oily water wastes,\npumpable sludge and any sludge beyond the amount reasonably expected to be\npresent under the circumstances shall be removed from the Vessel by the\nBuilder at Seller's expense.\n\nSECTION 7.4.    SUPPLIES USED DURING TRIALS AND ON BOARD AT DELIVERY.  Seller\nshall use and cause the Builder to use during trials and shall have on board at\nthe time of delivery of the Vessel, the supplies (including without limitation\nlubricating oil, diesel oil, fuel oil and fresh water) requested by Purchaser\nfrom the suppliers designated by Purchaser, and Purchaser shall pay for the\nsupplies left on board at delivery at Seller's invoiced cost, provided that\nSeller will use its best efforts to obtain competitive prices for such\nsupplies.\n\nSECTION 7.5.    DELIVERY.\n\n      (a) When the work on the Vessel is complete or substantially complete in\naccordance with this Agreement and the Vessel has passed the tests required by\nthis Agreement, the Vessel as completed or substantially completed shall be\ndelivered by Seller and accepted by Purchaser at the time of delivery from the\nBuilder to Seller alongside a safe and accessible pier at the Shipyard, where\nthere must be sufficient water for the Vessel always to be afloat and during\negress from the berth, custom to the contrary notwithstanding, free and clear\nof all liens, security interests, and claims of every nature, excepting,\nhowever, those in favor of a claimant, other than Seller or Builder, arising\nout of the acts or omissions of Purchaser, with not less than ten (10) days\nprior written notice to Purchaser of such delivery.\n\n      (b) As used in this Agreement, the term \"substantially complete\" shall\nmean complete except for minor items not affecting the commercial utility and\nsafe operation of the Vessel and not violating any requirement of a Regulatory\nBody.  Unless waived by Purchaser, in Purchaser's sole discretion, the Vessel\nshall not be deemed to be \"substantially complete\" if a delivery deficiency\nwill require the Vessel to be taken out of service prior to the Vessel's\nregular maintenance schedule or if the aggregate value of such delivery\ndeficiencies is in excess of SIX HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS\n($625,000.00).\n\n      (c) Upon delivery, Seller shall furnish to Purchaser a copy of the\nBuilder's Certification (U.S. Coast Guard Form 1261) issued to Seller pursuant\nto the KSI Shipbuilding Agreement, a bill of sale (U.S. Coast Guard Form 1340),\nand a Certificate of Freedom from Liens (pursuant to Section 7.6 hereof), and\nSeller and Purchaser shall (i) deliver to Purchaser a copy of the delivery\ncertificate given by the Builder to the Seller at the delivery of the Vessel,\nand (ii) execute a Delivery Certificate in the form of Exhibit E accepting the\nVessel, and Purchaser shall, within ten (10) days thereafter, remove or cause\nthe Vessel to be removed from the Shipyard.\n\n      (d) Delivery and Acceptance by Purchaser of the Vessel shall be expressly\nconditioned upon (i) Purchaser's rights under Article VIII hereof, and (ii)\nPurchaser's right to completion by Seller thereafter of any uncompleted\ncontract work and correction by Seller of any defective contract work as shown\nin the Delivery Certificate in accordance with Section 7.3.\n\nSECTION 7.6.    LIENS.  At the time of delivery of the Vessel, Seller shall\ndeliver to Purchaser (i) a copy of the certificate of no liens given by the\nBuilder to the Seller at the delivery of the Vessel, and (ii) a Certificate of\nNo Liens, in the form of Exhibit F attached hereto (\"Lien Certificate\"),\ncertifying the absence of any liens, security interests or rights in rem of any\nkind on said Vessel, other than a lien, security interest or rights in rem\narising out of the actions of Purchaser.  If Seller is unable to provide a Lien\nCertificate because there is a lien, security interest or right in rem on the\nVessel, Purchaser may secure the discharge or release of such lien, security\ninterest or right in rem by withholding from the Delivery Payment the amount\nrequired to bond and secure the release or discharge of such lien, security\ninterest or right in rem, which amount shall include the estimated amount of\nall expenses which might be incurred therewith.\n\nSECTION 7.7.    TITLE.  Title and risk of loss of the Vessel shall pass to\nPurchaser only upon the completion of the delivery to and acceptance by\nPurchaser of the Vessel in accordance with the terms of this Agreement.  Until\nsuch time, title to and risk of loss of the Vessel shall remain with Seller\nexcept as otherwise provided in Article X.  Title to all scrap and title to any\nmaterial that is surplus to the requirements of this Agreement (except\nPurchaser's Supplies or which under any adjustment of the Purchase Price under\nthe provisions of Article V of this Agreement remains the property of the\nPurchaser) shall vest in Seller or the Builder, as the case may be.  Title to\nall Purchaser's Supplies shall at all times remain in Purchaser.\n\n\n    ARTICLE VIII - GUARANTEE PERIOD LIABILITY FOR DEFECTIVE WORK OR MATERIAL\n\nSECTION 8.1.    ASSIGNMENT OF GUARANTEES.  The Seller shall assign or cause to\nbe assigned to Purchaser all guarantees received from the Builder under the KSI\nShipbuilding Contract.  In addition, Seller shall cause the Builder to fulfill\nany guaranty obligation in this Article VIII not otherwise contained in and\nperformed by Builder in the guarantees assigned pursuant to the this Section\n8.1.\n\nSECTION 8.2.   GUARANTEE PERIOD.  Notwithstanding any inspection or failure to\nreject by Purchaser or any of the applicable Regulatory Bodies pursuant to\nArticle IV and Sections 7.1 through 7.3 of this Agreement, if at any time\nwithin twelve (12) months after delivery of the Vessel (the \"Guarantee\nPeriod\") there shall appear or be discovered, any weakness, any\ndefect, any deficiency, any failure, any breaking down or deterioration in\ndesign, workmanship or material furnished by Seller or the Builder in\nperforming the contract work, or any failure of any equipment, machinery or\nmaterial, so furnished by Seller or the Builder, to function as prescribed\nand as intended by the Plans and Specifications and this Agreement (herein\ncalled a \"Guarantee Deficiency{ XE \"Guarantee Deficiency\" }\"), such Guarantee\nDeficiency shall be made good, at Seller's or Builder's expense, to the\nrequirements of the Plans and Specifications and this Agreement; provided,\nhowever, neither Seller nor Builder shall be responsible for the cost of\ncorrecting any such Guarantee Deficiency to the extent that such Guarantee\nDeficiency resulted from Purchaser's specific written direction (including\nPlans and Specifications furnished by Purchaser) later found to result in a\nGuarantee Deficiency (but only if Seller or Builder gave Purchaser written\nnotice that such specific direction was technically improper) nor to the extent\nthat it is due to ordinary wear and tear, nor to the extent increased by the\nnegligence or other improper act of Purchaser or any operator of the Vessel or\nof any other person other than Seller, the Builder or its subcontractors during\nsaid period.  In the event that the Vessel is prevented from entering or is\ntaken out of service as a result of a Guarantee Deficiency, then the Guarantee\nPeriod shall be extended by the period of time that the Vessel is out of\nservice for such reason.  In the event that repairs or correction of a\nGuarantee Deficiency are completed within ninety (90) days of the expiration\nof the Guarantee Period, the Guarantee Period shall be extended with respect\nto such item for a period of ninety (90) days from the date of completion of\nrepairs or corrections of the Guarantee Deficiency.\n\nSECTION 8.3.    LIMITATION OF GUARANTEE LIABILITY.  The liability of Seller to\nPurchaser under this Agreement on account of any Guarantee Deficiency shall not\nextend beyond the actual repair or replacement thereof at straight time\ncommercial shipyard or ship repair yard rates including the cost of the\ndrydocking and dockage of the Vessel, if necessary, and any tariffs, imposts or\nlevies incurred in connection therewith, plus the actual cost of any\ninvestigation by Purchaser or any subcontractor required to determine the cause\nof a Guarantee Deficiency including, without limitation, the cost of repair\nparts, material, testing, and any charges or expenses reasonably incurred by\nPurchaser in connection therewith.  The Seller shall not be liable to Purchaser\nfor any damage to the Vessel or its equipment or cargo or other property of\nPurchaser or for consequential damages of Purchaser arising out of any such\nGuarantee Deficiency, except that in the event any Guarantee Deficiency in any\nitem of machinery or equipment furnished by Seller or the Builder or in the\nevent that any workmanship or material furnished by Seller or the Builder in\nperformance of work upon any of the Vessel's machinery or equipment, gives rise\nto a Guarantee Deficiency causing any damage to such items of machinery or\nequipment, Seller shall be liable not only for the cost of correcting or\nrepairing such Guarantee Deficiency, but also shall be liable for the cost of\ncorrecting or repairing such damage to such item of machinery or equipment\ncaused by such Guarantee Deficiency.  Any work required to be performed\npursuant to the provisions of this Article VIII shall be carried out, if\npracticable and at Purchaser's option, at the Shipyard.  The Seller may, with\nthe concurrence of Purchaser, have such work performed by its subcontractor,\nanother shipyard or repair facility.  The Purchaser may, however, have such\nwork performed by the vessel crew, or by a shipyard or ship repair yard at any\nport satisfactory to it and in that event Seller shall be liable to Purchaser\nfor the expense thereof at the straight time commercial shipyard or ship repair\nyard rates prevailing in such port areas, including the cost of dockage of the\nVessel, if necessary.  In all events, Purchaser shall bring the Vessel to the\nsite where repairs are to be effected at its own cost.  In the case of guaranty\nrepairs made by the crew, Purchaser shall make a reasonable effort to consult\nwith Seller or the Builder prior to making such repairs, and shall provide such\ndocumentation as reasonably requested by Seller or the Builder to establish the\nnature of the deficiency.  In any event, unless otherwise agreed, Seller shall\nbe responsible only for the cost of materials and any necessary overtime labor\ncost incurred in the case of crew repairs, and Seller will not guaranty such\nrepairs; provided, however, for any repair performed under the direction or\nsupervision of Builder's guarantee engineer, Seller shall pay for the cost of\nmaterials and labor and shall continue to provide any guaranty required\nhereunder.\n\nSECTION 8.4.    LIMITATION OF GUARANTEE LIABILITY.  The Seller shall cause the\nBuilder to assign the program manager or another designee for the Guarantee\nPeriod to supervise Seller's responsibilities under this Article in the\ncorrection and repair of Guarantee Deficiencies.  The Seller shall cause the\nBuilder to have an engineer on board the Vessel for at least ninety (90) days\nand, at its option, for the Guarantee Period, who shall have full opportunity\nto observe and inspect the working of the Vessel in all its parts, but without\nany directing or controlling authority over the Vessel.  In computing the\nGuarantee Period from the date of Purchaser's acceptance of the completed\nVessel, there shall be excluded any time the Vessel is prevented from entering\nor is taken out of service on account of any Guarantee Deficiency for which\nSeller or Builder is responsible, as herein provided.\n\nSECTION 8.5.    NOTIFICATION OF GUARANTEE DEFICIENCIES.  The Purchaser shall\nnotify Seller or the Builder of any Guarantee Deficiencies or damage for which\nSeller is liable pursuant to Section 8.2 above, discovered or appearing within\nthe Guarantee Period, within thirty (30) days of the end of such period or if\nthe Vessel is at sea at the end of such period, within thirty (30) days of the\nend of the voyage.  In the event Purchaser proposes the repair or correction of\nsuch Guarantee Deficiency or damage before the Vessel reaches its next\ncontinental United States port, notice shall be given to Seller not later than\nfive (5) days after the discovery of the Guarantee Deficiency or damage and\nbefore repair, otherwise notice shall be given five (5) days after the Vessel\nnext reaches a continental United States port and before the Guarantee\nDeficiency or damage is repaired or corrected.  Whenever practical (taking into\nconsideration the necessity of keeping the Vessel on schedule) Seller or the\nBuilder shall be given an opportunity to inspect the Guarantee Deficiency or\ndamage before it is remedied.\n\nSECTION 8.6.    FINAL GUARANTY SURVEY.  A final guarantee survey of the Vessel\nshall be conducted by Purchaser at or near the expiration of the Guarantee\nPeriod.  Such survey shall be based on the Guarantee Deficiencies in the\ncontract work appearing or discovered during the Guarantee Period.  In the\nevent that the Vessel is not available for the guarantee survey on or before\nthe end of the Guarantee Period, Purchaser promptly shall submit to Seller or\nthe Builder a list of all of the Guarantee Deficiencies in the contract work\nappearing or discovered during the Guarantee Period and all damage for which\nSeller is liable under the provisions of this Article VIII.  The final\nguarantee survey shall be held at such port in the United States as Purchaser\ndesignates and seven (7) days written notice of time and place for such\nguarantee survey shall be given to Seller or the Builder by Purchaser.\n\nSECTION 8.7.    UNDERWATER GUARANTEE DEFICIENCIES.  For the determination of\nany underwater Guarantee Deficiencies, Purchaser, at Purchaser's expense, may\ndrydock the Vessel within twelve (12) months of the Vessel's delivery or within\nsuch longer period as is required by the Vessel's operating schedule.  If the\nVessel is drydocked after the twelve (12) month period, Seller's liability for\nGuarantee Deficiencies discovered on drydocking is limited to those Guarantee\nDeficiencies that arose in the Guarantee Period.  In the event that the\ndrydocking is postponed beyond the Guarantee Period, Purchaser may continue to\nwithhold from the payment of the Guarantee Holdback pursuant to Section 8.9\nbelow an amount to be agreed upon by the parties, but in no case more than ONE\nHUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00) for the Vessel, unless there\nis reasonable evidence of underwater Guarantee Deficiencies that will require a\ngreater holdback, which amount will be payable to Purchaser for any drydocking\nGuarantee Deficiencies that are discovered and to Seller for any excess, upon\nthe successful completion of the drydocking.  In the event Guarantee\nDeficiencies are discovered in the course of the drydocking of the Vessel and\nsuch deficiencies are corrected, Purchaser shall pay, as his expense, the haul\nday and any lay days required to accomplish the Vessel's normal drydocking\nmaintenance; provided, however, that if a Guarantee Deficiency is discovered,\nthe correction of which requires additional drydocking time, Seller, in\naddition to the cost of the correction of the Guarantee Deficiency, as provided\nin this Article VIII, shall also pay, as its expense, for each additional\ndrydocking lay day.  If it becomes necessary to drydock the Vessel solely for\nthe correction of a Guarantee Deficiency for which Seller is responsible, the\ncost of the entire drydocking required for the correction of the Guarantee\nDeficiency, as well as the cost of remedying the deficiency, as provided in\nthis Article VIII, shall be at the expense of Seller.\n\nSECTION 8.8.    EXCLUSIVE REMEDY.  The liability of Seller for a Guarantee\nDeficiency and for any damage to the Vessel or to its cargo, resulting from any\nGuarantee Deficiency, as set out in this Article VIII, is intended as the\nexclusive remedy of Purchaser against Seller for any Guarantee Deficiency in\nthe Vessel or any damage to the Vessel or to its cargo resulting from any such\nGuarantee Deficiency and replaces and excludes any other liability, guarantee,\nwarranty and\/or condition imposed by law, statutory or otherwise.  THE SELLER\nMAKES NO FURTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF\nMERCHANTABILITY OR FITNESS OF THE VESSEL, ITS MACHINERY OR EQUIPMENT FOR A\nPARTICULAR PURPOSE.\n\nSECTION 8.9.    GUARANTEE HOLDBACK.  The Purchaser may withhold TWO MILLION\nDOLLARS ($2,000,000) from the Delivery Payment. At the time of the delivery of\nthe Vessel, Purchaser shall deposit the full amount of the Guarantee Holdback\ninto an escrow account. The Purchaser shall pay to Seller the entire Guarantee\nHoldback, less any amount to cover any outstanding Guarantee Deficiency, upon\ncompletion of the Guarantee Period for the Vessel.  Any amounts withheld beyond\nthe end of the Guarantee Period pursuant to Section 8.7 above or this Section\n8.9 shall be paid to Seller upon the correction of all Guarantee Deficiencies\nfor which such amounts were withheld.  Any dispute with respect to the\ndisposition of the Guarantee Holdback shall be settled pursuant to Section\n19.10 of this Agreement.\n\n\n                       ARTICLE IX - DEFAULT OF PURCHASER\n\nSECTION 9.1.    NON-MONETARY DEFAULT.  The Purchaser shall be deemed to be in\ndefault of performance of its obligations under this Agreement in the following\ncases:\n\n      (a) If Purchaser fails to take delivery of the Vessel when such Vessel is\nduly tendered for delivery by Seller under the provisions of this Agreement; or\n\n      (b) The Purchaser being dissolved or adjudged bankrupt or making a\ngeneral assignment for the benefit of its creditors, or the appointment of a\nreceiver of any kind whatsoever, whether or not appointed in bankruptcy, common\nlaw or equity proceedings, whether temporary or permanent, for the property of\nPurchaser, or the filing by Purchaser of a petition for reorganization or other\nproceedings with reference to Purchaser, under the Bankruptcy Code of the\nUnited States or any similar law, state or federal or in any jurisdiction in\nwhich Purchaser has assets or is registered to do business, or the filing of\nsuch petition of creditors and approval thereof by the courts, whether proposed\nby a creditor, a stockholder or any other person whatsoever, or the filing of\nan answer to such a petition admitting insolvency or inability to pay its\ndebts.\n\nSECTION 9.2.    MONETARY DEFAULT.  If Purchaser shall fail to take delivery of\nthe Vessel as provided in Section 9.1(a) above, Purchaser shall be deemed in\ndefault of payment of the Delivery Payment for such Vessel and shall pay\ninterest thereon at the same rate as aforesaid from and including the day on\nwhich the Vessel is tendered for delivery by Seller.  In any event of default\nby Purchaser, Purchaser shall also pay all reasonable charges and expenses\nincurred by Seller as a result thereof.\n\nSECTION 9.3.    EFFECT OF DEFAULT.  If any default by Purchaser occurs as\nprovided herein, the Delivery Date shall be automatically postponed for a\nperiod of continuance of such default by Purchaser.  If any default by\nPurchaser continues for a period of fifteen (15) days, Seller may, at its\noption, terminate this Agreement by giving notice of such effect to Purchaser\nin accordance with Section 19.11 hereof unless Purchaser proceeds to the\ndispute resolution under the provisions of Section 19.10.  Upon receipt by\nPurchaser of such notice of termination, this Agreement shall forthwith become\nnull and void and any of Purchaser's Supplies shall become the sole property of\nSeller.  In the event of such termination of this Agreement, Seller shall be\nentitled to retain any amounts theretofore paid by Purchaser to Seller on\naccount of this Agreement.\n\nSECTION 9.4.    SALE OF THE VESSEL.  In the event of termination of this\nAgreement as above provided, Seller shall have full right and power either to\ncomplete or not to complete the Vessel, as it deems fit, and to sell the Vessel\nat a public or private sale on such terms and conditions as Seller thinks fit\nwithout being answerable for any loss or damage; provided that Seller shall\ngive Purchaser thirty (30) days' notice of the date of any such sale and Seller\nshall be bound in good faith to secure the best price obtainable and shall\naccount for the proceeds and expenses as set forth below.\n\n      (a) In the event of the sale of the Vessel in its completed state,\nthe proceeds of the sale received by Seller shall be applied firstly to payment\nof all expenses attending such sale and otherwise incurred by Seller as a\nresult of Purchaser's default, and then to payment of the Purchase Price and\ninterest on the Purchase Price at the rate provided in Section 3.4.\n\n      (b) In the event of sale of the Vessel in its incomplete state, the\nproceeds of the sale received by Seller shall be applied firstly to payment of\nall expenses attending such sale and otherwise incurred by Seller as a result\nof Purchaser's default, and then to payment of all costs of construction of the\nVessel and compensation to Seller for a reasonable loss of profit due to the\ntermination of this Agreement.\n\n      (c) If the proceeds of sale are insufficient to pay such total\namounts payable as aforesaid, Purchaser shall promptly pay the deficiency to\nSeller upon request.\n\n\n    ARTICLE X - DEFAULT OF THE SELLER; ACTION BY THE PURCHASER UPON DEFAULT\n\nSECTION 10.1.   EVENTS OF DEFAULT.  The following shall constitute events of\ndefault of Seller under this Agreement:\n\n      (a) The failure of Seller and the Builder to prosecute the contract work\nwith such diligence and in such manner as will enable it to complete said work\nwithin 210 days after the Delivery Date, except and to the extent that such\nfailure is due to the causes stated in Article XII of this Agreement for which\nSeller would be entitled to an extension of the Delivery Date; provided that\nPurchaser shall have given Seller notice of such failure and that Seller shall\nnot, within fifteen (15) days of the date of receipt of such notice, have shown\nto the satisfaction of Purchaser that it has taken steps sufficient to remedy\nthe failure in a manner satisfactory to Purchaser.\n\n      (b) The failure of Seller, or the failure of the Seller to cause the\nBuilder, in any other respect to use due diligence in the performance of the\ncontract work or its failure to perform any of the covenants, agreements or\nundertakings on its part to be performed under this Agreement or the KSI\nShipbuilding Agreement, including but not limited to, Builder's agreement to\nmake prompt payment for all labor, material, services and other charges which\nare to be paid by Builder; provided that Purchaser shall give notice to Seller\nas to such failure, and Seller shall not, within fifteen (15) days after being\nso notified, correct any failure to use due diligence or undertake the\nperformance of said covenants, undertakings or agreements required to cure such\nfailure, and thereafter prosecute in good faith to completion all such work or\nperformance required to cure such failure.\n\n      (c) The Seller or the Builder being dissolved or adjudged a bankrupt or\nmaking a general assignment for the benefit of its creditors, or the appoint-\nment of a receiver or receivers of any kind whatsoever, whether or not\nappointed in bankruptcy, common law or equity proceedings, whether temporary or\npermanent, for the property of Seller or the Builder, or the filing by Seller\nor the Builder of a petition for reorganization or other proceedings with\nreference to Seller or the Builder, under any of the provisions of the\nBankruptcy Code of the United States or any similar law, state or federal or in\nany jurisdiction in which Seller has assets or is registered to do business, or\nthe filing of such petition by creditors and approval thereof by the Court,\nwhether proposed by a creditor, a stockholder or any other person whatsoever,\nor the filing of an answer to such petition admitting insolvency or inability\nto pay its debts.\n\n      (d) Any default by the Guarantor of its obligations under the Guaranty.\n\n      (e) Any default by the Builder under the Matson Shipbuilding Contract.\n\nSECTION 10.2.   EFFECT OF DEFAULT.\n\n      (a) If any default described in Section 10.1 above continues for a period\nof fifteen (15) days, Purchaser may, at its option, terminate this Agreement by\ngiving notice of such effect to Seller in accordance with Section 19.11 hereof,\nwhich termination shall be effective, without further act or deed, immediately\nupon the receipt of such notice provided, such termination shall not prevent\neither party from initiating proceedings pursuant to the provisions of Section\n19.10 with respect to any claim it may allege concerning rights and obligations\nunder this Agreement.  The Purchaser, if it so elects, may, notwithstanding the\npendency of any such proceedings under Section 19.10 hereof (i) require a\nrefund of the full amount of all sums paid by Purchaser to Seller on account of\nthe Vessel and, at Purchaser's option, Seller shall either purchase for their\nfair market value or return to Purchaser all of Purchaser's Supplies, or (ii)\nsubject to the terms and conditions of the Standstill Agreement and the rights\nof the Lender, the Purchaser may elect and Seller shall cooperate with\nPurchaser to cause Builder to permit Purchaser to take possession of the Vessel\nand proceed to have all or part of the work on the Vessel completed and for\nsuch purpose (A) may take possession and use and occupy so much of the\nBuilder's Shipyard, plant, equipment, tools, machinery and appliances, as may\nbe needed for such purposes, without the payment of any rental or other charge\nthereby to the Builder and Seller shall cause the Builder to assist the\nPurchaser for purposes of such completion or (B) the Purchaser may remove the\nVessel, or any components thereof, and all materials and equipment appertaining\nthereto, to such other place as it may choose to complete the Vessel, or any\nsuch components.\n\n      (b) In the event of termination under this Article, and if the Purchaser\nshall elect, subject to the terms and conditions of the Standstill Agreement\nand the rights of the Lender, to have all or part of the contract work\ncompleted for the Vessel, the Seller shall cause the Builder to (i) assure to\nthe Purchaser such use and occupancy of the Shipyard and facilities and other\nproperty of the Builder for such period of time as may be necessary for the\ncompletion of the contract work, (ii) assign such subcontracts and orders for\nmaterial, services, and supplies to be used in the performance of said contract\nwork to the Purchaser as the Purchaser may direct, and (iii) grant the\nPurchaser a license and provide the Purchaser with the originals or copies of\nall Plans and Specifications, working plans, technical data for the purpose of\nhaving the Vessel constructed.  The Purchaser shall pay Seller the amount of\nthe Purchase Price for the Vessel so completed less the amount by which the\ntotal cost to the Purchaser of completing said work (including all amounts paid\nto the Seller hereunder) exceeds the total Purchase Price provided in this\nContract, as adjusted hereunder, and upon such payment, title to the Vessel and\nall work and materials paid for in connection therewith shall vest in the\nPurchaser; provided, however, that in computing the amount, if any, to be\noffset from the Purchase Price, appropriate adjustment shall be made for\nchanges in the contract work subsequent to the termination of this Agreement\nand for liquidated damages that otherwise would have been payable to the\nPurchaser pursuant to Article VI, provided that payment of liquidated damages\npursuant to paragraphs (b) through (e) thereof shall be limited to the work\nperformed by the Builder prior to the termination of this Agreement.\n\n\n                 ARTICLE XI - CANCELLATION BY THE PURCHASER\n\nSECTION 11.1.   RIGHT TO CANCEL.  The Purchaser, in its sole discretion, shall\nhave the right to cancel this Agreement, but only in conjunction with its\ncancellation of the Matson Construction Contract pursuant to Article XXII\nthereof, in its entirety, but not partially, at any time by giving written\nnotice to Seller. The Purchaser's right to cancel this Agreement shall expire\nninety (90) days prior to the Delivery Date; provided, however, if Seller\naccelerates the Delivery Dates pursuant to Section 1.2(c) prior to the\nexpiration of Purchaser's right to cancel this Agreement and the accelerated\nDelivery Date for the Vessel is less than ninety (90) days from the date of\nsuch notice of acceleration, Purchaser shall have a minimum of sixty (60) days\nfrom such notice to exercise its rights under this Article.\n\nSECTION 11.2.   OBLIGATIONS UPON CANCELLATION.  If Purchaser cancels this\nAgreement pursuant to this Article, all obligations, duties and liabilities of\neach of the parties hereto to the other under this Agreement shall be\ncompletely discharged; provided, however, Purchaser shall compensate Seller\nwithin ten (10) days of such cancellation for (i) any Non-essential Changes\nmade by Seller pursuant to Article V and (ii) any spares ordered by Seller on\nPurchaser's behalf pursuant to Section 5.9 but not paid for by Purchaser prior\nto the cancellation of this Agreement or the cancellation charges applicable\nthereto as provided for in Section 5.9(b).\n\n\n             ARTICLE XII - EXTENSION OF TIME FOR COMPLETION OF WORK\n\nSECTION 12.1.   NOTICE.  If Seller shall have transmitted prompt written notice\nto Purchaser of a cause of delay delaying the performance of the contract work\nnot later than fifteen (15) days after the date that knowledge of the delay in\nthe contract work has come to Seller, or after the date that it is determined\nSeller should have known of the delay in the contract work, if such date is an\nearlier date, and the cause of delay is beyond the control of Seller or the\nBuilder as provided in Section 12.2 below, Seller shall be entitled to an\nextension of the Delivery Date set out in this Agreement by the number of days\nthat such delivery date or dates were delayed by said cause of delay, except as\notherwise provided in Section 12.3 below.  For purposes of this Section 12.1,\nSeller shall be deemed to have knowledge if and when the Builder had knowledge\nor should have had knowledge of a delay in the contract work.\n\nSECTION 12.2.   PERMISSIBLE DELAYS.  A cause of delay beyond the control of\nSeller or the Builder shall include, without prejudice to the generality, delay\ncaused by Purchaser or by any agency or instrumentality of the United States,\nby government priorities, by civil, naval or military authorities, by acts of\nGod (other than ordinary storms or inclement weather conditions), by\nearthquakes, lightning, floods, strikes or other industrial disturbances (not\nincluding any strikes or industrial disturbances resulting from unilateral\nchanges made by the Builder in the wages, hours or working conditions at the\nShipyard or at any other facility operated by the Builder, the Builder's\nemployment of non-union labor not otherwise permitted by the Builder's\ncollective bargaining agreement or any default by the Builder under the\nSupport and Training Agreement); inability to obtain labor, provided Builder\nhas exercised diligence in the recruitment and training of labor; such\nexplosions, fires, vandalism as are the result of causes reasonably beyond\nBuilder's control; by riots, by insurrections, by sabotage, by blockades, by\nembargoes, by epidemics; by the late delivery to the seller of contract\nrequired machinery, equipment and supplies to be incorporated in the Vessel\nwhere it is determined that Builder's contracting for such machinery, equipment\nand supplies to be incorporated in the Vessel was expeditious and prudent, that\nBuilder has exercised due diligence in the performance of any acts required of\nBuilder and that Builder has exercised due diligence in expediting deliveries\nunder Builder's purchase contract or in seeking equivalent substitute\nperformance; and by the late performance or default of a subcontract where it\nis determined that Builder's choice of the subcontractor was reasonable and\nresponsible and Builder has exerted all reasonable efforts to expedite\nperformance, avoid default or procure reasonable substitute performance.\n\nSECTION 12.3.   NON-EXCUSABLE DELAY.  The Seller shall not be entitled to any\nextension of the Delivery Date (i) for any delay resulting from a cause of\ndelay in existence as of the execution of this Agreement (other than a cause of\ndelay determined to be industry-wide), or (ii) for any delay resulting from the\nlate performance or default of a subcontract (whether for delivery of\nmachinery, equipment and supplies to be incorporated in the Vessel or\notherwise) if such delay results from the continuation of a cause of delay in\neffect as of the date of the award of the subcontract where Builder had notice\nof such subcontractor's cause of delay prior to or at the time of such award\n(other than a cause of delay determined to be industry-wide).\n\nSECTION 12.4.   WRITTEN ESTIMATE OF DELAY.  Within thirty (30) days (or such\nlonger period as may be allowed) after a cause of delay has ceased to exist,\nSeller shall furnish or cause Builder to furnish to Purchaser a written\nstatement of the actual or estimated delay in the completion of the contract\nwork resulting from such cause. The documentation submitted by Seller or\nBuilder to Purchaser shall include documentation of the demonstrated effects\nof the delay on the most current schedule documents submitted to Purchaser by\nSeller.  The failure of Seller or Builder to give the required notices within\nthe periods specified by Section 12.1 shall constitute a waiver by Seller of\nits right to seek an extension of the Delivery Date as is provided in Section\n12.1.\n\nSECTION 12.5.   OTHER RIGHTS AND REMEDIES.  The granting of a time extension\nunder this Article XII by reason of delays caused by Purchaser shall not\nforeclose any other rights or remedies that Seller may have under this\nAgreement.\n\n\n              ARTICLE XIII - INSURANCE ON THE VESSEL AND MATERIALS\n\nSECTION 13.1.   INSURANCE COVERAGE.  From the time the first unit is placed in\nthe building dock and until the Vessel has been physically delivered to and\naccepted by Purchaser, Seller shall cause the Builder:\n\n      (a) to keep the Vessel and all materials, outfit, equipment and\nappliances to be installed on or in the Vessel, including Purchaser's Supplies,\nfully insured at the Builder's expense,  under a full form Marine Builder's\nRisk Policy with reputable insurance companies with coverage corresponding to\nthe American Institute Builder's Risk Clauses (dated February 8, 1979),\nincluding Addenda Nos. 1 and 2 of the American Hull Insurance Syndicate.\nThe amounts of insurance, terms of the policies, deductibles, the insurance\ncompanies, and underwriters shall at all times be equal to those for Hull 002;\n\n      (b) to maintain, up to the date of delivery of the Vessel, insurance in\nan amount at least equal to, but not limited to, the value of the contract work\ncompleted to date, including the value of all Purchaser's Supplies furnished by\nPurchaser, with respect to the Vessel;\n\n      (c) if Purchaser so requests, the Builder and Seller shall at Purchaser's\ncost procure insurance on the Vessel and all parts, materials, machinery, and\nequipment intended therefore against risks of earthquake, strikes, war peril,\nor other risks not heretofore provided and shall make all arrangements to that\nend (the cost of such insurance with respect to the Vessel shall be reimbursed\nto Seller by Purchaser upon delivery of the Vessel;\n\n      (d) to purchase and maintain at its sole expense General Liability\ninsurance with a combined single limit for bodily injury and property damage of\nnot less than $5,000,000;\n\n      (e) to maintain and cause its agents or subcontractors to maintain\nworkers' compensation insurance, including federal act coverage, covering their\nrespective employees engaged on or in connection with work under this\nAgreement; and\n\n      (f) to add the Purchaser as an additional assured to the General\nLiability and Builder's Risk insurance, which policies shall contain a\nseparation of interests clause and shall provide that there be no recourse\nagainst the Purchaser for payment of premiums or other charges, and that at\nleast thirty (30) days' prior written notice of cancellation or material\nchanges shall be given to the Purchaser.\n\nSECTION 13.2.   TERMINATION OF OBLIGATION.  The obligations of the Builder and\nSeller under this Article shall cease and terminate upon the delivery of the\nVessel and acceptance by Purchaser.\n\nSECTION 13.3.   INSURANCE RATINGS.  All insurance required in this Article\nXIII shall be maintained with insurance companies rated not lower than A-, by\n\"Best's Key Rating Guide\" or comparable ratings with Standard &amp; Poor's or\nMoody's; provided, however, that such requirement shall not apply with respect\nto (i) the Builder's insurance for Hull 001 with DARAG, which has a \"BBpi\"\nrating, and (ii) the Builder's longshoreman workers insurance with Signal\nMutual Association, which is not rated.  The Seller shall cause the Builder to\nprovide Purchasers with copies of cover notes, insurance policies or evidence\nof insurance coverage shall be delivered prior to or simultaneously with the\nexecution and delivery of this Agreement.\n\n\n                  ARTICLE XIV - DAMAGE TO OR LOSS OF A VESSEL\n\nSECTION 14.1    PARTIAL LOSS.  In the event the Vessel is damaged by any\ninsured cause whatsoever prior to acceptance thereof by Purchaser, and in the\nfurther event that such damage shall not constitute an actual or a constructive\ntotal loss of the Vessel, the amount recovered under the insurance policy shall\nbe paid to the Builder and Seller shall cause the Builder to complete the\nVessel in accordance with the terms and conditions of this Agreement and shall\napply the amount recovered under the insurance policy referred to in Article\nXIII to the repair of such damage satisfactory to the Regulatory Bodies, and\nPurchaser shall accept the Vessel under this Agreement if completed in\naccordance with this Agreement and the Plans and Specifications.\n\nSECTION 14.2.   TOTAL LOSS.  However, in the event that the Vessel is deter-\nmined to be an actual or constructive total loss, Seller shall by mutual\nagreement between the parties, either:\n\n      (a) proceed as under Section 14.1 above, provided that the parties shall\nhave first agreed in writing to such reasonable postponement of the Delivery\nDate and adjustment of other terms in this Agreement including the Purchase\nPrice as may be necessary for such reconstruction, or\n\n      (b) refund immediately to Purchaser the amount of all payments paid to\nSeller under this Agreement plus the value of any Purchaser's Supplies to the\nextent incorporated into the Vessel or otherwise damaged, whereupon this\nAgreement shall be deemed to be terminated and all rights, duties, liabilities\nand obligations of each of the parties to the other shall terminate forthwith,\nand Seller shall alone be entitled to receive any and all amounts recoverable\nunder the insurance policy referred to in Article XIV above.\n\nIf the parties fail to reach such agreement within two (2) months after the\nVessel is determined to be an actual or constructive total loss, the provisions\nof clause (b) above shall apply.\n\nSECTION 14.3.   INSUFFICIENT PROCEEDS.  In the event of a loss if there is no\ndistribution of insurance proceeds as contemplated by Section 14.2(b) or if the\nloss distribution does not cover all of the loss which has occurred, in either\ncase due to the failure of Seller to cause the Builder to procure and maintain\neffective insurance required by this Agreement, Seller shall promptly pay to\nPurchaser for distribution pursuant to Section 14.1, an amount equal to the\namounts that would have been distributed under such Section 14.1 if such\ninsurance had been in effect.\n\n\n            ARTICLE XV - CERTAIN THIRD PARTY AGREEMENTS AND CONSENTS\n\nSECTION 15.1.   SUPPORT AND TRAINING AGREEMENT.  The Builder entered into a\ncontract with Kvaerner Warner Werft GmbH (\"KWW\") dated May 2, 2001 and amended\non October 30, 2001, a copy of which, together with all amendments thereto, is\nattached hereto a Exhibit K (the \"Support and Training Agreement\"), under which\nKWW will provide technology support to Seller with respect to the work being\nperformed under the KSI Shipbuilding Contract.  During the term of this\nAgreement, Seller shall cause the Builder to maintain the Support and Training\nAgreement.  The Seller agrees to cause the Builder not to reduce its current\nlevels of European manpower in the Shipyard consisting of 6 supervisors and 49\nproduction personnel that would materially diminish the Builder's ability to\nmeet its obligations under the KSI Shipbuilding Contract.\n\nSECTION 15.2    LOAN AGREEMENT.  This Agreement is subject to, and Seller has\nobtained, the approval of Caterpillar Financial Services Corporation (the\n\"Lender\"), who is providing the construction period financing to Seller and the\nBuilder for the Vessel (the \"Loan Agreement\").\n\nSECTION 15.3.   GOVERNMENT CONSENT.  Prior to or simultaneously with the\nexecution and delivery of this Agreement, Seller shall deliver to Purchaser an\nagreement from Philadelphia Shipyard Development Corporation, the owner of the\nproperty on which the Shipyard is located, a waiver and grant of license\npermitting Purchaser enter and occupy the Shipyard for purposed of enforcing\nit's rights and remedies hereunder, which agreement will be in form of Exhibit\nH hereto.\n\nSECTION 15.4.   STANDSTILL AGREEMENT.  Prior to or simultaneously with the\nexecution and delivery of this Agreement, Purchaser, Seller, the Builder and\nthe Lender shall enter into an agreement, in the form of Exhibit I attached\nhereto, pursuant to which the Lender will agree to forbear exercising any\nremedy against the Vessel for 60 days following the occurrence of an event of\ndefault under the Loan Agreement in order to permit Purchaser and the Lender to\nexplore available options for the completion of construction of the Vessel (the\n\"Standstill Agreement\").\n\nSECTION 15.5.   GUARANTY.  Concurrently with the execution of this Agreement,\nSeller will deliver to Purchaser the Guaranty, in the form of Exhibit J\nattached hereto (the \"Guaranty\"), of Kvaerner ASA (in its capacity as\nguarantor, hereinafter the \"Guarantor\") pursuant to which the Guarantor\nguarantees (i) repayment of all amounts paid by Purchaser to Seller pursuant to\nthis Agreement, and (ii) performance of Seller's obligations under this\nAgreement through the Guarantee Period for the Vessel. \n\nSECTION 15.6.   OTHER AGREEMENTS.  The Purchaser agrees that prior to the\nwaiver, exercise or expiration of its cancellation rights under Article XI, it\nwill not enter into any agreement for the construction of a container vessel\nrequired to fill the need for a new vessel (which the Vessel would fulfill) in\nits current fleet replacement program.\n\n\n   ARTICLE XVI - SELLER TO RECEIVE AND CARE FOR ITEMS FURNISHED BY PURCHASER\n\nSECTION 16.1.   NOTICE.  The Seller shall cause the Builder to give Purchaser\n120 days notice prior to the date that the documentation, materials, equipment\nand spare parts required by the Plans and Specifications are to be furnished by\nPurchaser (from time to time herein \"Purchaser's Supplies\"), unless mutually\nagreed otherwise.\n\nSECTION 16.2.   INSPECTION.  The Seller shall, at its own expense and risk,\ncause the Builder to receive, inspect with Purchaser, and install aboard the\nVessel Purchaser's Supplies. The Seller also shall, at its own expense and\nrisk, cause the Builder to check as to agreement with bills of lading, protect,\nstore and insure Purchaser's Supplies.  The Seller shall be liable to Purchaser\nfor any damage to or loss of the items furnished by Purchaser occurring during\nthe Builder's custody thereof at the Shipyard, which may arise from any event.\n\nSECTION 16.3.   NO WARRANTY.  The Seller shall not be deemed to have extended\nany warranty as to Purchaser's Supplies other than the warranty set forth in\nArticle VIII of this Agreement in respect of workmanship in the installation\nthereof.\n\nSECTION 16.4.   COST RECOVERY.  The Seller shall be entitled to recover all\nreasonable costs incurred as a result of the failure of Purchaser to deliver\nPurchaser's Supplies on or before the specified dates.   The Seller's rights\nunder this paragraph shall be in addition to and not in lieu of Seller's rights\nunder Article XII of this Agreement.\n\n\n ARTICLE XVII - RIGHTS OF PURCHASER WITH RESPECT TO ENGINEERING AND DESIGN DATA\n\nSECTION 17.1.   PURCHASER'S DATA.  All design and engineering data furnished to\nSeller by Purchaser that are the property of Purchaser shall remain the\nproperty of Purchaser, and Seller undertakes therefore not to disclose, or\nallow the Builder to disclose, the same or divulge any information contained\ntherein to any third parties without the prior written consent of Purchaser\nexcept where necessary for the construction of the Vessel.\n\nSECTION 17.2.   PLANS AND SPECIFICATIONS.  Save as aforesaid and subject to\nArticle X, Seller and the Builder shall retain all rights with respect to the\nPlans and Specifications, working drawings, technical descriptions,\ncalculations, test results and other data, information and documents concerning\nthe design and construction of the Vessel, and Purchaser undertakes therefore\nnot to disclose the same or divulge any information contained therein to any\nthird parties without the prior written consent of Seller, except where\nnecessary for the usual operation, repair, modification or maintenance of the\nVessel.\n\n\n    ARTICLE XVIII - INJURY TO EMPLOYEES AND OTHERS; PROPERTY DAMAGE OR LOSS;\n                     INDEMNITY REGARDING RELATED AGREEMENTS\n\nSECTION 18.1.   INDEMNIFICATION.  The Seller shall defend, indemnify and save\nharmless, and shall cause the Builder to defend, indemnify and save harmless,\nPurchaser and the Vessel against all claims arising from the injury or death of\nemployees, workmen, trespassers, licensees and all other persons in, on or\nabout the contract work and from damage to or loss of property of third parties\nto the extent it is due to the act, neglect or default of Seller, the Builder,\ntheir respective employees, their subcontractors or their employees.  The\nPurchaser shall defend, indemnify and save harmless Seller, the Builder and the\nVessel against all claims arising from the injury or death of employees,\nworkmen, trespassers, licensees and all other persons in, on or about the\ncontract work and from damage to or loss of property of third parties to the\nextent it is due to the act, neglect or default of Purchaser, its employees,\nits subcontractors or their employees.  For purposes of this Section 18.1 it\nis agreed that the workmen and employees of Seller, the Builder or their\nsubcontractors upon the contract work shall at all times be employees of\nSeller, the Builder or their subcontractors and shall not be employees or\nagents of Purchaser.\n\nSECTION 18.2.   LIMITATION ON INDEMNITY.  The Seller's indemnity set forth in\nparagraph (a) above, shall not apply to any injury or death of any person or to\nany damage to or loss of property of third parties occurring in connection with\nthe Vessel after the delivery and acceptance of that Vessel by Purchaser;\nprovided that this exclusion shall not apply to any death occurring after\ndelivery and acceptance due to an injury sustained prior to delivery and\nacceptance.\n\nSECTION 18.3.   INDEMNIFICATION FOR THIRD PARTY AGREEMENTS.  The Seller shall\nindemnify, defend and save harmless, and shall cause the Builder to defend,\nindemnify and save harmless, Purchaser and the Vessel against any claims\nagainst Purchaser by any person arising from, or in any way connected to, the\nSupport and Training Agreement, the Master Agreement dated December 16, 1997,\nas amended on July 30, 1999 by and among the Builder, Kvaerner, Inc. and\nKvaerner ASA, and the Commonwealth of Pennsylvania, the Delaware River\nAuthority and The City of Philadelphia, whose collective interests are\nrepresented by the Philadelphia Shipyard Development Corporation, and certain\nother agreements with other parties, pursuant to which any such parties may\nhave an interest in the Vessel, the Shipyard, or the real estate or\nimprovements to the real estate utilized or occupied by the Shipyard or the\nBuilder, relating to the financing, leasing and operation of the Shipyard, due\nto performance of, or breach of, any provision thereof by any party thereto.\n\n\n                          ARTICLE XIX - MISCELLANEOUS\n\nSECTION 19.1.   CAPITAL CONSTRUCTION FUND.  If Purchaser elects to treat the\nVessel as a qualified vessel for purposes of using its capital construction\nfund pursuant to Section 607 of the Merchant Marine Act, 1936, as amended,\nSeller will provide, and will cause the Builder to provide, Purchaser, promptly\nupon Purchaser's written request, all documentation reasonably necessary to\nassist Purchaser with such election.\n\nSECTION 19.2.   TITLE XI.  If Purchaser elects to finance the Vessel by using\nTitle XI of the Merchant Marine Act, 1936, as amended, Seller will provide, and\nwill cause the Builder to provide, Purchaser, promptly upon Purchaser's written\nrequest, all documentation requested by the U. S. Maritime Administration that\nmay be necessary to support a waiver request by Purchaser under 46 CFR 298.13\n(b) (2) (ii).\n\nSECTION 19.3.   TAXES.  The Seller shall be responsible for all United States,\nState, County, City and other taxes, assessments and duties lawfully assessed\nor levied prior to delivery and acceptance of the Vessel by Purchaser against\nthe Vessel and material, supplies and equipment to be used or used in the\nperformance of this Agreement (excepting, however, material, supplies and\nequipment furnished to Seller by Purchaser) and any sales, use or excise taxes\nwith respect thereto lawfully assessed or levied prior to or concurrently with\ndelivery and acceptance of the Vessel.\n\nSECTION 19.4.   PATENT INFRINGEMENT.  The Seller shall be responsible for any\nand all claims against Purchaser or the Vessel for infringement of patents,\npatent rights, copyrights or trademarks in the construction, in the use or in\nthe sale of any of the Vessel as constructed by Seller (excepting claims\narising out of equipment, machinery or material supplied to Seller by Purchaser\nor the use, sale or disposition thereof) and Seller shall defend, save harmless\nand indemnify Purchaser and the Vessel against all such claims and against all\ncosts, expenses, charges and damages which Purchaser or the Vessel may be\nobligated to pay by reason thereof, including expenses of litigation, if any;\nprovided, that the foregoing shall not apply to inventions covered by\napplications for United States Letters Patent which, during the performance of\nthis Agreement, are being maintained in secrecy, under the provisions of 35\nU.S.C., Sections 181-188, nor shall Seller be obligated to indemnify Purchaser\nor the Vessel for any infringement of patents, patent rights, copyrights or\ntrademarks resulting from compliance by Seller or Builder with any specific\nwritten instructions of Purchaser relating to patent, trademark or copyright\nmatters; provided, further, that upon any such claim being made against said\nparties or any thereof, Seller shall be notified promptly of such claim and\nalso of any suit brought in connection therewith and shall be given an\nopportunity to defend the same; and provided, further, that no payment on\naccount of any such claim shall be made by Purchaser unless with the consent\nof Seller or pursuant to the decree of a proper court or tribunal.\n\nSECTION 19.5.   ENTIRE AGREEMENT AND ASSIGNMENT OF AGREEMENT.  This Agreement,\nincluding the Specification and Plans and Exhibits B through J, which are\nincorporated herein and made part of this Agreement, contains the entire\nagreement and understanding between the parties hereto and supersedes all prior\nnegotiations, representations, undertakings and agreements on any subject\nmatter of this Agreement.  The benefits and obligations of this Agreement shall\ninure to and be binding upon the successors and assigns of the original parties\nhereto, respectively; provided, however, that no assignment shall be made by\neither party without the prior written consent of the other, which consent will\nnot be unreasonably withheld; provided, however, that Purchaser consents to the\nassignment of this Agreement to the Lender in connection with the construction\nperiod financing for the Vessel, provided that such assignment will not\ndiminish Seller's obligations to perform under this Agreement.\n\nSECTION 19.6.   COUNTERPARTS.  This Agreement may be executed in two or more\ncounterparts and by means of original or facsimile execution, each of which\nshall be deemed an original, but all of which together shall constitute one of\nthe same instrument.\n\nSECTION 19.7.   COMPUTATION OF TIME.  All periods of time shall be computed by\nincluding Saturdays, Sundays and holidays except that if such period terminates\non a Saturday, Sunday or holiday it shall be deemed extended to the business\nday next succeeding.\n\nSECTION 19.8.   CONTRACTOR TO COMPLY WITH ALL LAWS AND REGULATIONS.\n\n      (a) The Seller shall cause the Builder to comply with all laws, rules,\nregulations, and requirements of the Regulatory Bodies.  At delivery thereof,\nthe Vessel shall be in class, qualified and in compliance with all laws, rules,\nregulations and requirements of the Regulatory Bodies.  The Seller shall\nprocure at its own expense, or cause the Builder to procure, such permits and\ncertificates from the United States of America, State and local authorities as\nmay be necessary in connection with beginning or carrying on to completion of\nthe contract work and shall at all times comply with all United States of\nAmerica, state and local laws in any way affecting the contract work; provided,\nhowever, that the provisions of Article V and Section 2.3 of this Agreement\nshall govern Seller's right to recover any increased costs due to changes.\n\n      (b) Without limiting Seller's obligations under paragraph (a), Seller\nshall, during the construction of the Vessel, cause the Builder to comply with\napplicable laws, rules and regulations relating to workplace safety and\nhazardous materials, and, during construction of the Vessel, to be responsible\nand assume sole liability for developing plans for and for undertaking the\nremoval, transportation and disposal of any hazardous waste relating to the\nconstruction of the Vessel in conformance with applicable laws, rules and\nregulations.  The Seller shall cause the Builder to utilize the Builder's EPA\nidentification number in connection with any such disposal.  The Seller shall\nindemnify Purchaser against any and all loss, cost, penalty or expense arising\nout of the negligent or willful acts or omissions of Seller or the Builder with\nrespect to such hazardous waste.\n\nSECTION 19.9.   APPLICABLE LAW.  This Agreement shall be governed by federal\nlaw of contracts, to the extent applicable, and otherwise by the laws of the\nState of New York.\n\nSECTION 19.10.  DISPUTES.\n\n      (a) Any dispute or any difference of opinion between the parties hereto\nrelating to conformity of the construction of the Vessel or material used to\nthe Classification Society requirements or relating to any other technical\nmatters shall be referred to the Classification Society for settlement by and\nbetween the parties and the Classification Society.  In the event that the\nsettlement cannot be reached by the three parties above-mentioned, then such\nmatter shall be referred to arbitration as hereinafter provided.\n\n      (b) Except for cases that are settled under paragraph (a), any dispute\narising under or by virtue of this Agreement or any difference of opinion\nbetween the parties hereto concerning their rights and obligations under this\nAgreement, shall be referred to arbitration in New York City, unless otherwise\nagreed by the parties.  The arbitration shall be conducted in accordance with\nthe commercial arbitration rules of the American Arbitration Association and\nthe parties shall be able to conduct reasonable discovery.\n\n      (c) Either party may demand arbitration of any such dispute or difference\nof opinion by giving notice in writing to the other party.  Any demand for\narbitration by either of the parties hereto shall state specifically the\nquestion or questions as to which such party is demanding arbitration.  A\nsingle arbitrator chosen by the parties shall hear the matter.  In the event\nthat Seller and Purchaser cannot agree on a single arbitrator within fourteen\n(14) days of the parties agreeing to arbitration, then the arbitration shall be\nby a board of three persons, consisting of one arbitrator appointed by each\nparty, and one arbitrator chosen by the other two arbitrators.\n\n      (d) In the event of arbitration of any dispute arising or occurring prior\nto the delivery of the Vessel, an award of the arbitrators shall include a\nfinding as to whether or not the Delivery Date of the Vessel is in any way\naltered thereby.\n\nSECTION 19.11.  NOTICE.  Any and all notices and communications in connection\nwith this Agreement shall be addressed as follows: \n\n     To Purchaser:       Matson Navigation Company, Inc.\n                         333 Market Street\n                         San Francisco, CA. 94105\n                         Attn: Senior Vice President, General Counsel\n                         Telephone No: 415-957-4583\n                         Facsimile No.: 415-957-4930\n\n     To Seller:          Kvaerner Shipholding Inc.\n                         c\/o Kvaerner Philadelphia Shipyard Inc.\n                         2100 Kitty Hawk Avenue\n                         Philadelphia  PA  19112-1808\n                         Attn: Ronald J. McAlear\n                         Telephone No: 215 875 2600\n                         Facsimile No.: 215 875 2700\n\nAny notice, including any written notice, required hereunder, shall be effected\nand deemed received only as follows:\n\n      (a) In the case of a letter, whether sent by registered mail or delivered\nby hand or by courier, at the date and time of its actual delivery if delivered\nwithin normal business hours on a working day at the place of receipt,\notherwise at the commencement of normal business on the next such working day.\n\n      (b) In the case of a telecopy\/photographic facsimile transmission, at the\ntime recorded together with the telephone dialing code of the receiving machine\non the message if such time is within normal business hours on a working day at\nthe place of receipt, otherwise at the commencement of normal business hours on\nthe next such working day, but only if the time of receipt and the said code\nappear on the received facsimile copy, always provided, however, that such\nnotice shall be sent by registered mail or dispatched for delivery by hand or\nby courier not later than on the day of such transmission.\n\nSECTION 19.12.  LIMITATION OF LIABILITY.  The parties confirm that the express\nremedies and measures of damages provided in this Agreement satisfy the\nessential purposes hereof.  For breach of any provision for which an express\nremedy or measure of damages is provided, such express remedy or measure of\ndamages shall be the sole and exclusive remedy therefor.  If no remedy or\nmeasure of damages is expressly herein provided, the obligor's liability shall\nbe limited to direct actual damages only, such direct actual damages shall be\nthe sole and exclusive remedy.  The parties confirm and agree that under this\nAgreement, no party shall be required to pay or be liable for special,\nconsequential, incidental, punitive, exemplary or indirect damages, lost profit\nor business interruption damages, by statute, in tort, contract or otherwise.\nTo the extent any damages required to be paid hereunder are liquidated damages,\nthe parties acknowledge that the damages are difficult or impossible to\ndetermine, otherwise obtaining an adequate remedy is inconvenient and the\nliquidated damages constitute a reasonable approximation of the harm and loss.\n\nSECTION 19.13.  NO BROKERAGE.  No third party shall be entitled to receive any\nbrokerage commissions, finder's fees, fees for financial advisory services or\nsimilar compensation in connection with the transaction contemplated by this\nAgreement based on any arrangement or agreement made by or on behalf of either\nPurchaser nor Seller.\n\nSECTION 19.14.  ESCROW PROCEDURES.  It is agreed that any payment from any\nescrow account to be established hereunder shall be pursuant to the joint\nwritten instructions of both parties hereto, or a final unappealable decision\nrendered pursuant to the provisions of Section 19.10 hereof and so certified by\nthe party requesting the payment.\n\n\n                            [Signature page follows]\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed the day and year first above written.\n\n\nKVAERNER SHIPHOLDING, INC.              MATSON NAVIGATION\n  SELLER:                               COMPANY, INC. \n                                        PURCHASER:\n\n\n\nBy: \/s\/ Ronald J. McAlear               By: \/s\/ C. Bradley Mulholland\n    Ronald J. McAlear                       C. Bradley Mulholland\n    President                               President and Chief Executive\n                                            Officer\n\n\n\n\/s\/ Harald Rafdal                       By: \/s\/ W. Allen Doane     \nHarald Rafdal                               W. Allen Doane\nChairman                                    Vice Chairman\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6618],"corporate_contracts_industries":[9526],"corporate_contracts_types":[9613,9619],"class_list":["post-42956","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alexander---baldwin-inc","corporate_contracts_industries-transportation__shipping","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42956","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42956"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42956"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42956"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42956"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}