Original Title Page MAERSK LINE/HLAG SLOT CHARTER - Federal ...

OriginalTitle Page. I~ ...-- ,&~MAERSK LINE/HLAGSLOT CHARTER AGREEMENTFMC AGREEMENT NO. 011928-001(2nd Edition)A Cooperative Working AgreementExpiration Date: None- - -

ARTICLE 4: GEOGRAPmC SCOPE OF THE AGREEMENTMaersk LinejHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Original Page No.2The geographic scope of the Agreement shall extend to the trade between theports on the U.S. Atlantic Coast which may be served by Maersk Line from time totime on the one hand, and ports in Australia, New Zealand, North Europe, Jamaica,and Panama, on the other hand. All of the foregoing is hereinafter referred to as the"Trade. "ARTICLE 5: AGREEMENT AUTHORITY5.1 Maersk Line shall guarantee the availability of and provide to HLAG, andHLAG shall purchase from Maersk Line, slots for 150 TEUs per round voyage ofMaersk Line's service in the Trade. Maersk Line may sell HLAG slots in excess of theforegoing allocation on an ad hoc basis on terms to be agreed by the parties. HLAGmay not slot charter or sub-charter slots made available to it under this Agreement toany third party without the prior consent of Maersk Line.5.2 The parties are authorized to discuss and agree on the terms andconditions relating to the sale of slots hereunder, including slot hire, the number ofreefer plugs to be provided, the maximum weight restrictions (if any) applicable to theslot allocation, the permitted ratio (if any) of particular equipment sizes, and thecompensation to be paid for such slots.5.3 Maersk Line and the vessels it provides shall comply with therequirements of the ISM Code. As vessel provider, Maersk Line shall be responsiblefor all operational aspects of the vessels. Maersk Line shall have the option tointroduce changes to the vessel schedule, and shall communicate ad hoc orEFFECT"~ SEP 1 1 2006

Maersk LinefHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Original Page No.5ARTICLE 6: AGREEMENT OFFICIALS AND DELEGATIONS OF AUTHORITYThe following are authorized to subscribe to and fIle this Agreement and anyaccompanying materials and any subsequent modifications to this Agreement with theFederal Maritime Commission:(i) Any authorized officer of either party; and(ii) Legal counsel for either party.ARTICLE 7: VOTINGExcept as otherwise provided herein, all actions taken pursuant to thisAgreement shall be by mutual agreement of the parties.ARTICLE 8: DURATION AND TERMINATION OF AGREEMENT8.1 This Agreement shall become effective on the date it is effective under theU.S. Shipping Act of 1984, as amended, or such later date as may be agreed by theparties in writing. It shall continue for a minimum period of 24 months with aminimum notice of termination from either party of 6 months. Such notice oftermination shall not be given prior to 18 months after the commencement of theAgreement.8.2 Notwithstanding Article 8.1 above, this Agreement may be terminatedpursuantto the following provisions:(a) If, at any time during the term of this Agreement there shall be achange in ownership of a party, and the other party is of the opinion,arrived at in good faith, that such change in control is likely to materiallyprejudice the cohesion or viability of the Agreement, then the other partySEP 11 2006

MaerskLinejHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Original Page No.6may, within 12 months of becoming aware of such change, give not lessthan three months notice in writing terminating this Agreement. Acompany reorganization within the TVI group shall not constitute achange in ownership for purposes of this Article 8.2(a).(b) If, at any time during the term of this Agreement either party (the"Affected Party"):i) is dissolved;ii) becomes insolvent or fails to pay its debts as they become due;iii) make a general assignment, arrangement or composition with,or for the benefit of its creditors;iv) has a winding-up order made against it or enters intoliquidation whether voluntarily or compulsorily;v) seeks or becomes the subject of the appointment of anadministrator, receiver, trustee, custodian or other similar officialfor it or for all or substantially all of its assets;and the other party is of the opinion that:i) such event or occurrence is or may be materially detrimental tothe service under this Agreement; orii) sums that may be owed (other than those that would beconsidered disputed in good faith) may not be paid or have notbeen paid in full or that their payment may be delayed;then the other party may give notice to the Affected Party terminatingwith immediate effect or suspending for such period as the other party inits sole discretion deems appropriate, this Agreement or any part thereof.8.3 Furthermore, should HLAG repeatedly fail to comply with therequirements described in Article 5.5 of this Agreement, or should HLAG not complywith the requirements under the C-TPAT as described in Article 5.6 of this Agreement,Maersk Line can terminate this Agreement with immediate effect.8.4 Notwithstanding any termination in accordance with Article 8.2 or 8.3above, the non-defaulting party retains its right to claim against the defaulting partyfor any loss andj or damage caused or arising out of such termination.B.5 Notwithstanding the above, and only applying within the initial 24 monthEFFECTIVESEP 1 1 21m

Maersk LinejHLAG Slot Charter AgreementFMC Agreement No. 011928-001.(2nd Edition)Original Page No.7period of this Agreement, Maersk Line may terminate this Agreement with 3 monthsnotice at any time after a minimum period of 6 monthsduration has elapsed from thepoint at which the Agreement came into effect, and only in the case that Maersk Linedecides to cease operation of the service. HLAG may terminate the Agreement on thenotice provided in this Article 8.5 in the event it leaves the Trade.ARTICLE 9: NON-ASSIGNMENTNeither party shall assign all or any part of its rights, or delegate all or any partof its obligations, under this Agreement to any other person or entity without the priorwritten consent of the other party.ARTICLE 10: FORCE MAJEURE10.1 Neither Maersk Line nor HLAG shall be deemed responsible with respectto its failure to perform any term or condition of the Agreement if such failure, whollyor partly, is due to an event of Force Majeure, such as, but not limited to: war(declared or undeclared); terrorism; hostilities; warlike or belligerent acts oroperations; piracy; riots; civil commotion or other disturbances; participation in theU.S. Department of Defense Emergency Preparedness Program or other U.S. militarynational security agreements; acts of God; blockade of port or place or interdiction orprohibition of or restriction on commerce or trading; governmental action includingbut not limited to quarantine, sanitary or other similar regulations or restrictions;strikes, lockouts or other labor troubles whether partial or general and whether or notinvolving employees of any party; shortage, absence or obstacles of labor or facilitiesfor loading, discharge, delivery or other handling of the goods; epidemics of disease;EFFEcTIviSEPl1~

Maersk LinefHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Substitute Original Page No.8unforeseeabte DrekkClo~'6rCratent defect in the vessel's hull, equipment or machinery;shallow water, ice, landslide or other obstacles in navigation or haulage; any act ofbarratry and unusually severe weather which in fact cause operational hindrance.10.2 Any party claiming an event of Force Majeure shall exercise reasonableendeavors to remedy the consequences of such event. Upon the tennination of suchForce Majeure event causing a Party's failure to perfonn its obligations under thisAgreement, such Party shall as soon as possible resume its performance of itsobligations according to the tenns and conditions of this Agreement. Any claim ofForce Majeure needs to be documented in writing by the Party claiming same.10.3 In the event this Agreement is wholly suspended for a period exceedingthree calendar months or partially suspended for a period exceeding six calendarmonths due to Force Majeure then, notwithstanding anything in Article 8 hereof to thecontrary, this Agreement may be tenninated forthwith by either Party.ARTICLE 11: INSURANCEFor the duration of this Agreement, each party shall undertake to have validP&I Insurance for all conventional P&I Risks with a club being a member of theIntemational Group of P&I Clubs. In the event the tenns and conditions or the coverin general are materially amended, the affected party shall notify the other partywithoutdelay.ARTICLE 12: APPLICABLE LAW AND ARBITRATION12.1 Subject to Article 12.2 below, this Agreement is to be govemed by andconstrued in accordance with the law of New South Wales; provided, however, thatSEP It 2m;

Maersk LinejHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Original Page No. 8anothing herein shall relieve the parties of their obligations under the u.S. Shipping Actof 1984, as amended.SEP 11 2006

Maersk LinefHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Original Page No.912.2 The parties may agree in accordance with Section 10.06(1) of the TradePractices Act 1974 and.with the written consent of the Minister administering thatAct that a particular question or class of questions arising under this Agreement is tobe govemed by some other law.12.3 Subject to Article 12.4 below, any dispute or difference arising under or inconnection with this Agreement is to be submitted, in the fIrst instance, forconciliation under the UNCITRAL Conciliation Rules with a sole conciliator to beagreed by the parties. The appointing and administering body shall be the AustralianCommercial Disputes Centre. Subject to Article 12.4 below, any dispute or differencewhich cannot be resolved under this Article 12.3 shall be, and is hereby submitted toarbitration by a sole arbitrator in accordance with and subject to the UNCITRALArbitration Rules. The arbitrator's decision on the dispute or difference shall be finaland is not subject to appeal. The language of the conciliation or arbitration shall beEnglish and the place of conciliation or arbitration shall be Sydney in the State of NewSouthWales.12.4 Article 12.3 does not apply:(a) if the parties to the dispute or difference agree in writing that it is to beresolved by some other means, and(b) where the agreed means involve arbitration or other proceedings outsideAustralia, if the said Minister also agrees in writing.12.5 This Article 12 excludes any rights of appeal that a party would otherwisehave under Part V of the Commercial Arbitration Act 1984 (NSW) to the full extentpermitted by that Act.EFFECTT'm-8EP t 1 2tm

Maersk LinejHLAG Slot Charter AgreementFMC Agreement No. 011928-001(2nd Edition)Original Page No. 10ARTICLE 13: COUNTERPARTSThis Agreement and any future amendment hereto may be executed in counterparts.Each such counterpart shall be deemed an original, and all together shall constituteone and the sameagreement.ARTICLE 14: SEPARATE IDENTITY INO AGENCY OR PARTNERSHIPEach party shall retain its separate identity and shall have separate sales,pricing and, to the extent applicable, separate marketing function. Each party shallissue its own Bills of Lading. This Agreement does not create and shall not beinterpreted as creating any partnership, joint venture or agency relationship betweenthe parties, or any joint liability under the law of any jurisdiction.ARTICLE 15: NOTICESAll notices required to be given in writing, unless otherwise specifically agreed,shall be sent by registered mail or courier service to the addresses listed in Article 3.ARTICLE 16: LANGUAGEThis Agreement and all notices, communications or other writings made inconnection therewith shall be in the English language. Neither party shall have anyobligation to translate such matters into any other language and the wording andmeaning of any such matters in the English language shall govem and control.

MaerskLine/HLAG Slot Charter AgreementFMC Agreement No. 011928-001(2ndEdition)SIGNATURE PAGE'1 0-yJIIN WITNESS WHEREOF, the parties have agreed this ~ day of July, 2006, toamend and restate this Agreement and to file same with the U.S. Federal MaritimeCommission.~----A.P.M"ller-MaerskA/SName: V. Ll:JlA "v1'1lt.~Title: t:. t/.f.A.P. M"ller...Mae~ AjSName: P'~Ll..S..t~LTitle: ~ _\t.P.CP Ships USA LLCName:Title:CP ShipsName:Title:(UK) LimitedHapag-LloydName:Title:AG2FnCTIVE SEP 11 2006