EX-10 5 waiverletter.txt FORM 10K, EXHIBIT 10.A.(XXX) Facsimile Nos.: (724) 225-5912 (215) 875-2700 December 30, 2002 Kvaerner Shipholding Inc. c/o Nick P. Horoszko, Corporate Secretary 455 Racetrack Road Washington, PA 15301 Kvaerner Philadelphia Shipyard Inc. Attention: Gunnar Skjelbred, President Nick Horoszko, Corporate Secretary 2100 Kitty Hawk Avenue Philadelphia, PA 19112-1808 Re: Waiver of Cancellation Provisions Vessel Construction Contracts Dear Sirs: On May 29, 2002, Matson Navigation Company, Inc. ("Matson") entered into a Vessel Purchase and Sale Agreement with Kvaerner Shipholding Inc. ("KSI")(the "KSI Contract") and a Vessel Construction Contract with Kvaerner Philadelphia Shipyard Inc. ("KPSI") (the "KPSI Contract"; and with the KSI Contract jointly the "Vessel Construction Contracts"). Matson hereby notifies KSI and KPSI of its waiver of the right to cancel the Vessel Construction Contracts under Article XI, Section 11.1 of the KSI Contract and Article XXII of the KPSI Contract. In accordance with Article III, Section 3.1 of the KSI Contract and Article III(a) of the KPSI Contract, the Contract Prices for Hull 001 and Hull 002 are hereby each reduced to $94,000,000. Please acknowledge your receipt and agreement with the foregoing by executing and returning to the undersigned a signed copy of this letter at the following facsimile number (415) 957-4930. Sincerely, Matson Navigation Company, Inc. By /s/ Kevin C. O'Rourke Kevin C. O'Rourke Its Senior Vice President & General Counsel Acknowledged and agreed effective the 30th day of December, 2002 Kvaerner Shipholding Inc. Kvaerner Philadelphia Shipyard Inc. By /s/ Nicklaus P. Horoszko By /s/ Gunnar Skjelbred Its Vice President-Corporate Secretary Its President and CEO cc: Thomas M. Dyer, Esq. - Facsimile Nos. (202) 944-3068 & (239) 593-7368 Dyer Ellis & Joseph, P.C.