Amendment No. 3 to Shipbuilding Contract
(Hull BN 460)
THIS AMENDMENT NO. 3 TO SHIPBUILDING CONTRACT is made as of July 7, 2006 by and
between AKER PHILADELPHIA SHIPYARD, INC., a corporation organized under the laws
of Pennsylvania, having its principal office at 2100 Kitty Hawk Avenue,
Philadelphia, PA 19112 (the "BUILDER") and MATSON NAVIGATION COMPANY, INC., a
corporation organization under the laws of Hawaii, having its principal office
at 555 12th Street, Oakland, CA 94607 (the "BUYER").
R E C I T A L S
WHEREAS, the parties entered into that certain Shipbuilding Contract
dated as of February, 14, 2005 for the purchase of one (1) CV 2500 type
container vessel, designated as Builder's Hull No. BN 460 (the "Shipbuilding
Contract"); and
WHEREAS, the parties wish to amend the Shipbuilding Contract to reflect
certain agreements as to priority work remaining to be performed on the Vessel
and their status upon delivery of the Vessel.
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and adequacy of which are
acknowledged, the parties hereby agree as follows:
1. ARTICLE VII, 2, second paragraph, of the Shipbuilding Contract
shall be deleted and the following paragraphs substituted therefor:
The BUYER shall take delivery of the VESSEL if it is substantially
complete. The VESSEL shall not be deemed to be "substantially complete"
if the aggregate value of the delivery deficiencies excluding those
items of work as provided in the next paragraph is in excess of ONE
MILLION DOLLARS ($1,000,000.00) or if any of the items identified as
required for delivery in Exhibit 1A are not completed.
2. The BUYER and the BUILDER also agree as follows:
a. The BUYER and the BUILDER have agreed that:
(i) The items of work listed in Exhibit 1B constitute
priority work items that must be completed by the BUILDER
before the VESSEL sails (the "Sailing Work"); and if the
VESSEL is delivered without any of such work items having been
completed delivery of the Vessel will proceed, but the
remaining items will be included in Exhibit 1 to the PROTOCOL
OF DELIVERY AND ACCEPTANCE and no funds will be released from
the related escrow fund holdback for any work until all
Exhibit 1B items are completed or the Vessel sails.
(ii) BUYER has prepared a list of deficiency items
and has identified among the deficiencies the work items that
BUYER desires to have completed prior to sailing. A list of
second priority items is attached as Exhibit 1C (the "Second
Priority Sailing Work"). If the VESSEL is delivered without
such work items having been completed, the remaining items
will be included in Exhibit 1 to the PROTOCOL OF DELIVERY AND
ACCEPTANCE and funds will be released as work on such items is
completed provided the precondition to payment in (i) above is
satisfied.
(iii) BUYER and BUILDER have entered into two change
orders for modifications to the galley area, COA-44 and 44b,
that were anticipated to be completed by BUILDER after
delivery but before sailing of the Vessel (the "Galley
Modifications"). BUYER has also provided BUILDER with a list
of additional items of work as described in Exhibit 1D (the
"Additional Work") that BUYER has requested that BUILDER
complete under the Agreement Concerning Post Delivery Work
prior to sailing.
(iv) BUYER's planned sailing of the Vessel is now
scheduled for August 5, 2006. BUILDER will provide BUYER by
July 11, 2006 with a Production Schedule detailing completion
of the Sailing Work, the Second Priority Sailing Work, the
Galley Modifications and the Additional Work prior August 5,
2006. The Production Schedule must include the following
details: estimated major milestones for galley completion,
estimated compartment completion of accommodations by deck,
estimated completion of open test memos by test memo and
estimated final completion date for Vessel departure. Except
as provided in (i) and (ii) above and in COA-44 and 44b,
payment for such work to be paid as completed. Additional
details regarding payment for such work, as well as other
matters relating to the Post Delivery availability period
contemplated herein shall be set forth in a separate Agreement
Concerning Post Delivery Work to be executed at delivery.
b. The BUYER will accept the BUILDER'S force majeure claim of 54
days relating to the late delivery of the main engine and to change
the Contract Delivery Date from May 7, 2006 to June 30, 2006.
c. For the purpose of calculating interest pursuant to ARTICLE
II, 1, c, the date for the "Float out of the Vessel" shall be May 10,
2006.
d. The BUYER will commit on July 7, 2006 with its lender to have
funds available for the planned Vessel delivery on July 12, 2006. If
the Vessel is not or cannot be delivered on July 12, 2006 either
because of the Vessel is not substantially complete in accordance with
the requirements of ARTICLE VII, 2 of the Shipbuilding Contract or
because of any other actions or failures of the BUILDER, then the
BUILDER will pay the breakage costs actually incurred by the BUYER to
its lender.
3. No Additional Changes Except as otherwise herein expressly
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provided, all other provisions of the Shipbuilding Contract shall remain in full
force and effect.
4. Counterparts. The Amendment may be executed in any number of
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counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument. Delivery of an
executed counterpart by facsimile or electronic transmission will be deemed as
effective as delivery of an originally executed counterpart.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 3
to Shipbuilding Contract as of the date first set forth.
AKER PHILADELPHIA SHIPYARD, INC.
By: /s/ David E. Meehan
----------------------------
David E. Meehan
Title: President and CEO
MATSON NAVIGATION COMPANY, INC.
By: /s/ K. C. O'Rourke
----------------------------
K. C. O'Rourke
Title: Senior Vice President
Exhibit 1A
MAUNALEI - DELIVERY REQUIREMENTS
USCG WORKLIST ITEMS
7 JULY 2006
No. DESCRIPTION
--- -----------
1. Show proper operation of OWS, and post pollution placard.
2. Show proper operation of Water Mist system.
3. Ensure G/A alarm, enunciators, is working properly, non-volume
controlled.
WORKLIST ITEMS TO BE COMPLETED PRIOR TO DELIVERY
3 JULY 2006
REFERENCE DOC. ITEM # DESCRIPTION
-------------- ------ -----------
UNFINISHED WORK
4. ITEMS 178 Replace damaged monorail crane cable
UNFINISHED WORK
5. ITEMS 232 Ballast System TLE's Tks 1.04&1.05
UNFINISHED WORK
6. ITEMS 267 Prove Bilge Suctions to three valve nitches
TEST MEMO
7. STATUS #460 C1 ALFAL LAVAL SEPARATORS
TEST MEMO
8. STATUS #460 C18 FIXED WATER MIST FIRE EXTINGUISHING
TEST MEMO
9. STATUS #460 C21 BILGE WATER SEPARATOR
TEST MEMO
10. STATUS #460 C32 GA\PA SYSTEM
Exhibit 1B
MAUNALEI - SAILING REQUIREMENTS
USCG WORKLIST ITEMS
7 JULY 2006
1. Relocate lower level E/R hose reel closer to hydrant.
2. Provide G/A alarm and siren in #5 hold.
3. Install a red light/lens on SSDG room for the G/A alarm.
4. Provide adequate protective covering on the back of the main electrical
switch board.
5. Provide the following documents; Stability letter, ISM manuals, COFR,
COD, life raft certificates, loading manual, SOPEP, VRP.
6. Demonstrate proper operation of Emergency lighting in all cargo
holds. Correct discrepancies as indicated on inspection record DTD 26
Jun 1006.
GL WORKLIST ITEMS -
7 JULY 2006
No. DESCRIPTION
--- -----------
1. Water Mist System to complete and re-test outstanding items.
2. Outstanding certificates for Equipment to supply.
3. Inclining Experiment to undertake and Stability Booklet to compile and
have approved by GL.
4. Steam Lines and Flanges to complete insulation.
5. Completion of all outstanding Blue Marks to be undertaken.
6. Completion of all outstanding inspections, (especially electrical
cabling).
7. LT FW Pumps overheating and overloading, (140/142 Amp; 68C) to rectify.
8. ME LO Pump E-Motor Temp at 70C to advise or rectify.
9. SW P/Ps vibration to cure
10. LT P/Ps vibration to cure.
11. Boiler Gauge Glasses visibility from control stand to enhance.
12. Provide approved inclining results
13. Stbd Emergency exit hatch facing wrong way, to be refitted.
14. Drains condenser continuous water hammer to be cured.
15. Cabling installation to be completed, (properly secured, seperated,
laid).
16. Bridge wing consoles, gyro repeaters and aerials vibrations to cure.
17. Vibration and noise issues exceeding acceptable limits as per GL
Consultants report to rectify.
Exhibit 1C
MAUNALEI - SECOND PRIORITY SAILING ITEMS
No. DESCRIPTION
--- -----------
19 Cable splice FR 120
20 Cable splice FR 80
24 Cable temp sensor TK 8 no loop.
35 Cable Splices over LO purifiers
41 CH 4 No separtion of control & power cables
42 Armored cables feeding LTFW not grounded.
48 Loose Cables Purifier area.
55 Intrinsicly safe cables - traced in blue.
61 Install rudder post locking device properly.
65 Ballast Tks 1.06&1.07 burn marks in tk-coat
66 Lashing Rod for Monorail Crane
69 Missing PA/GA Horns in CH 5
77 Handrail on P&S platforms @ FR 211
78 SW Overboard Valve From LT Coolers
81 Cargo Hold 2 Cable Separation
82 Main Swbd Loose and Uninsulated Cable
83 Fuel Pipe Heat Trace System
84 Ungrounded Cable Shields Cargo Hold 2
86 Cables too close to heat trace lines.
90 Bridge Batteries
91 Bridge Battery Bank Wiring
94 230V Transformer Cables
97 Main LO Pump Cable - Deck Penetration
99 Electrical Cable Termination
104 Identify and Repair Exposed Cable
105 Properly Splice Cable
112 Remove Excessive Cable
128 Complete Insulation No. 4 Cargo Hold
139 Install Missing Handrail No. 1 Cargo Hold
146 Install missing handrails and caps No 2 CH
150 Install Missing Elec Receptacle
151 Install Missing Elec Receptacle
152 Install Missing Elec Receptacle
153 Install Missing Elec Receptacle
154 Install Missing Elec Receptacle
155 Install Missing Elec Receptacle
156 Install Missing Elec Receptacle
158 Install Missing Elec Receptacle
167 Bow Thruster Cable Chafing
168 Fan E33 Control Circuit Wiring
172 Escape Trunk PT100 Cable Installation
173 Escape Trunk Wiring Support
174 Electric Cable Termination
176 Replace borken hatch indicator switch
178 Replace damaged monorail crane cable
182 Cable Termination 5th deck E room
183 Cable Termination 5th deck E room
184 Cable Termination under Main Swbd
191 Securing of UPS Unit
193 Steering Gear Control Panel Wiring
196 MCT packing under main switchboard
214 Repair Navtex receiver
216 Install missing vessel name boards
218 Repair Gyro Failure Alarm
220 Steam Dump Condenser
221 Repair No. 1 and 2 LT Cooling Pumps
222 Repair Leak on No 1 HFO Separator
226 Replace seals on No. 1&2 Boiler Feed Pump
228 Scavenge Air Drain Tank Releif Valve Piping
229 Replace HVAC Gages
230 Main Engine Exhaust Leak
231 Boiler Exhaust Piping Vibration
232 Ballast System TLE's Tks 1.04&1.05
239 SW Coolers Inlet Thermometers
241 HT Cooling Pipe Support
248 DG Booster Pump Change Over Controls
250 Main SW Strainers
252 Main Engine Turning Gear Motor
254 Main Engine Cyl No.6 Ex. Valve Drain valve
256 Evap Fill Valve to Double Bottom
257 Main Engine CW Vent Piping Support
259 Diesel Gen No.1&2 Turbo outlet Thermometer
263 Main Engine Exhaust Line Supports
290 Steering Gear Flat Handrail
291 Steering Gear Flat Chafing
294 CO2 Piping Hanger
297 Fire Main Hanger
310 Main Deck Penetration
311 Exterior Main Deck Penetration
313 Exterior Main Deck Penetration
314 Exterior Main Deck Penetration
324 Exterior Main Deck Missing Locking Clips
327 Exterior Main Deck Hatch Cover Dogs
331 Exterior Main Deck Leak
353 Diesel Generator Control Cable Support
355 Rescue Boat Heater Indicator Lamp
360 Heeling Pump Junction Box
361 Bridge Control Console Chafing
362 Bridge Radio/GMDSS Console Chafing
377 Deck Containment and Funnel
381 Tank and Bilge Well Cleaning
382 Main & Emergency Fire Pump Controls
385 Securing of Cables on Open Decks
393 SLOPS Disposal 60 tons
398 Remove FO Manhole Cover Handles #4Cargo
399 Install Missing Handrail No. 4 Cargo Hold
400 Replace missing/broken term guardsDBC4
403 Presentation of Machinery Spart Parts for Ver
404 Cable Separation DB2 Platform Deck
405 Cable Separation DB2 Platform Deck
406 Repair Power On Light in Reefer Panel DBC4
408 Flying Bridge floodlight conduit support port
411 Bridge Control & GMDSS frame gounding
412 House Heads drains & vents/Sewage smell
413 Replace missing/broken term guardsDBC3
414 Properly Terminate cables in 5th deck Eroom
417 Cable Separation from heat source Fr 20 port
419 Cable Separation from heat source Fr 20 port
420 Correct Cable Chafing FR 18 Stbd Side
421 Properly Terninate cable in fire control room
425 Weekly Item List Feb16-2 Valve Niche Exh.
426 Weekly Item List Feb 16-8 Tank 1,05 Clean
428 Weekly Item List Mar30-5 Automation Wiring
431 Weekly Item List Apr13-7 Sun Awning
432 Weekly Item List Apr 27-7 Splice As builts
435 Weekly Item List May18-3 LO Pump Elec.
436 Correct Wiring Jumper on Circuit X15 in DB1
437 Correct Wiring for oil residue pump in DB1
438 Locate splice at FR 170 stbd side in J Box
439 Correct Chafing at FR81 stbd void in ovrhd
440 Properly pack MCT in room 513
442 Correct Chafing on foremast aft of breakwater
443 Properly terminate cables in EngRmEscape
444 Install explosion proof plug in Paint Locker
445 Weekly Item List May25-2 Purifier sensors
451 Fill Open Chicklet in lower ER
454 Fair warped 2nd deck of ER
455 Repair leaking flange FR 10 stbd
456 Repair leaking flange on top of cyl LO tank
457 Connect RTD FR22 stbd
461 Weld pipe hanger above Gen #4
464 Weld pipe hanger above Gen #2
465 Grind Weld seams on Gen flat trollies
466 Install missing pipe hanger above Gen #2
469 Refit lifting beam above inbd air compressor
470 Complete missing structural weld
472 Weld dosing unit at platform deck
474 Provide access or reach rod to sewage valve
476 Provide safe access to steam manifold valves
477 Degrease and clean purifier area
478 Replace cracked brass water valve HFO pur.
479 Clear blocked drain near MDO purifier
481 Clear blocked deck drain near air compressor
484 Install missing step in void FR 11
485 Reweld three CO2 hangers FR 14 stbd
487 Secure tachometer mount on main engine
489 Weld hanger to tank top in shaft alley
490 Weld hanger in shaft alley
492 Weld hanger in shaft alley
493 Add hanger to tubing in shft alley
494 Clear blocked drain near dirty oil pump
499 Repair leaking pneumatic valve
500 Weld 3 tubing hangers ER bilge
502 Repair leaking FO fitting ER bilge
503 Weld pipe hanger in ER bilge
504 Install hanger cap in ER bilge
505 Weld out pump and catwalk foundation ER
506 Provide access to valve on feed water fill pump
507 Weld cap on kick pipe ER bilge
510 Provide lint trap main laundry
512 Properly mount fire detector fwd of boiler
513 Replace missing watch duty reset button
516 Install missing handrail safety chain FR 211
517 Install missing handrail Cargo Hold No. 4
518 Weld Out Cable Tray Support in 1st dk eroom
519 Weld Out handrails near treatment rm 2nd dk
521 Replace and Demostrate Valve Niche Elec.
522 Repair Fire Fighting Pump off lights in console
523 Secure Microprocessor & UPS - Ship' office
524 Replace Temporary Choker on Compass
525 Properly terminate cable under DG4 alternator
526 Install hanger on boiler HFO return line
527 Install cable to PT100sensor for Tank 5.01
BLUE MARK INSPECTION DB 3629 FIRE DETECTION SYSTEM
BLUE MARK INSPECTION DB 3665 QUICK CLOSING VALVE\FIRE DAMPERS
Exhibit 1D
MAUNALEI - ADDITIONAL WORK ITEMS
Item
No. Description
- ---- -----------
1 Remove existing shelving, install foundations and Lista Cabinets
2 Prefabricate and install foundations, and install Lista cabinets
3 Prefabricate and install foundations, and install Lista cabinets
4 Wire in additional ME sensor points to monitoring system
5 Install 28 cylinder exhaust temperature sensors and rails, wire into
monitoring system
6 Install Kyma shaft horsepower meter
7 Marinfloc OWS piping requirements & wiring
8 Install PMI system on ME
9 Modify piping to connect into MDO system
10 Install sink and drinking fountain
11 Modify 28 lashing bar brackets Main deck
12 Furnish and install turnbuckle bins in bson store
13 Paint hatch cover sockets
14 Install accordion door between officer/duty mess
15 Hand rails on aft end of stack exhaust deck
16 2 Pilot ladder stowage boxes on main deck
17 Matson gangway platforms Port & Stbd
18 Cascade air bottle system
19 Remove/relocate deck ladders
20 Install lashing bar bins in-between hatches
21 Install 3 keyless entry security locks
22 Mounting bracket for Billy Pugh on house blkhd
23 Security bars on coaming openings
24 Lista cabinet foundations
25 Piping for livestock feed water
26 Install safety wire for port and stbd gangway
27 Upper Foremast safety cage on ladder
28 Door installation to "Suez Talley office"
29 Land line for cargo operations