MARINE TERl\lINAL SERVICEAGREEMENT 201195PORT OF HOUSTON AUTHORITY ANDCIA SUDAMERICANA DE VAPORES S.A.TABLE OF CONTENTS1. Tenn2. Applicability <strong>of</strong>Tariffs3. Throughput and Empty Handling Charges4. Empty Container Yard5. Cargo Commitment6. Applicability <strong>of</strong>Agreement7. Events <strong>of</strong>Default8. Remedies on Event <strong>of</strong>Default9. Payments by Carrier10. Filing11. Force Majeure12. Assignments13. Notices14. General Provisions11256778999101011
FHa.: Agreement # 2011915MARINE TERMINAL SERVICES AGREEMENTPORT OF HOUSTON AUTHORITYAND CIA. SUDAMERICANA DE VAPORES S.A.This Marine Terminal Services Agreement (the "Agreement") is entered into as <strong>of</strong>the datelast set forth beneath the parties' signatures below (the "Effective Date"), by and between thePort <strong>of</strong>Houston Authority <strong>of</strong>Harris County, Texas, a governmental subdivision <strong>of</strong>the State<strong>of</strong>Texas ("PHA"), and, CIA. SUDAMERICANA DE VAPORES S.A. (the "Carrier") withreference to the following:A. PHA owns and operates Fentress Bracewell Barbours Cut Container Terminal("Barbours Cut Terminal"), and Bay<strong>port</strong> Container Terminal ("Bay<strong>port</strong> Terminal"), and inconnection therewith is a Marine Terminal Operator, as provided for in the Shipping Act <strong>of</strong>1984 (46 App. U.S.C. §1701 et seq.) (the "Shipping Act"). Barbours Cut Terminal andBay<strong>port</strong> Terminal are collectively referred to herein as the "Terminals," and may beindividually referred to as a Terminal.B. Carrier is a Common Carrier, as provided for in the Shipping Act that presently callsat Barbours Cut Terminal and/or Bay<strong>port</strong> Terminal and may call at any other <strong>terminal</strong> ownedor operated by PHA in the future.C. PHA anticipates undertaking continued development <strong>of</strong> Bay<strong>port</strong> Terminal, andimprovement <strong>of</strong>existing facilities at Barbours Cut Terminal, in order to better serve Carrier.D. In order to permit PHA to properly plan the capital investment program andappropriately and prudently commit and spend public funds, as are required over future yearsto undertake such development and improvement <strong>of</strong>the Terminals, PHA has requested thatCarrier commit to handle a certain <strong>port</strong>ion <strong>of</strong>its cargo over the term <strong>of</strong>this Agreement at theTerminals, and Carrier intends to do so, on the terms provided herein.NOW, THEREFORE, in consideration <strong>of</strong> the mutual promises and <strong>agreement</strong>s set forthherein, and for other good and valuable consideration, the receipt and sufficiency <strong>of</strong>whichare hereby acknowledged, PHA and Carrier agree as follows:1. Term. The term <strong>of</strong> this Agreement shall commence on the date this Agreementbecomes effective under Section 6 <strong>of</strong> the Shipping Act (46 App. U.S.C. §1705) (the"Commencement Date") and (subject to earlier termination as herein provided) shall expireten (10) years following the Commencement Date (the "Initial Term"). The parties shallhave the option, exercisable jointly in writing no later than ninety (90) days prior to theexpiration <strong>of</strong> the Initial Term, to extend this Agreement for an additional five (5) years(subject to earlier termination as provided herein).2. Applicability <strong>of</strong> Tariffs. Except as provided herein, Carrier remains subject to theterms and conditions provided in that certain "Port <strong>of</strong>Houston Authority TariffNo. 14 Rates,Rules and Regulations Governing the Barbours Cut Container Terminal" ("Tariff No. 14"),
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