0000912057-15-000235 Sample Contracts

The Prudential Insurance Company of America and the other Noteholders signatory hereto c/o Prudential Capital Group Los Angeles, CA 90067
Security Agreement • August 3rd, 2015 • Matson, Inc. • Water transportation • New York

Reference is made to that certain Second Amended and Restated Note Agreement, dated as of June 4, 2012 (as amended or otherwise modified from time to time, the “Agreement”), by and among Matson, Inc., a Hawaii corporation (the “Company”), on the one hand, and the Purchasers named therein, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

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MATSON, INC. $75,000,000 ORIGINAL PRINCIPAL AMOUNT OF SENIOR NOTES DUE 2045 NOTE PURCHASE AGREEMENT July 30, 2015
Security Agreement • August 3rd, 2015 • Matson, Inc. • Water transportation • New York

The undersigned, Matson, Inc., a Hawaii corporation (“Matson”) (together with any successor thereto that becomes a party hereto pursuant to the terms hereof, the “Company”), agrees with each of the Purchasers as follows:

FIRST AMENDMENT TO CREDIT AGREEMENT
Security Agreement • August 3rd, 2015 • Matson, Inc. • Water transportation • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 30, 2015 (this “Amendment”), is entered into among MATSON, INC. (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

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