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Hanjin Shipping - Evergreen Line Slot Charter Agreement

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Hanjin Shipping - Evergreen Line Slot Charter Agreement rt 14 Original Title Page ..·n I '.""3c.. 11."9• .,;:. OF HIE c·r;/ TI 1', - ~ .AL H 11 I .f r 11. HANJIN SHIPPING - EVERGREEN LINE SLOT CHARTER AGREEMENT FMC AGREEMENT NO. _0_1_2_2_8_9_ Expiration Date: None. This Agreement has not been published previously. HANJII\I SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 TABLE OF CONTENTS Article Page Article 1 Name of Agreement 2 Article 2. Purpose of Agreement 2 Article 3. Parties to Agreement 2 Article 4. Geographic Scope................................................... 3 Article 5. Agreement Authority 3 Article 6. Administration and Delegation of Authority 5 Article 7. Membership and Withdrawal 6 Article 8. Voting 6 Article 9. Duration and Termination 6 Article 10. Law and Arbitration 9 Article 11. Miscellaneous 11 Article 12. Force Majeure 12 Article 13. C-TPATjISM Code 13 Signature Page Original Page 1 HAN..IIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 Article 1. Name of Agreement The name of this agreement is the HANJIN SHIPPING ("Hanjin") ­ EVERGREEN LINE ("Evergreen") SLOT CHARTER AGREEMENT (the "Agreement"). Article 2. Purpose of Agreement The purpose of this Agreement is to authorize Evergreen to charter space from Hanjin in the Trade. Article 3. Parties to Agreement The parties to the Agreement (hereinafter "Party" or "Parties") are: ELJSA LINE JOINT SERVICE AGREEMENT ("ELJSA") FMC No. 011982­ 004 consisting of: Evergreen Marine Corp. (Taiwan) Ltd. Evergreen Marine (UK) Ltd. No. 166 Evergreen House Section 2 160 Euston Road Minsheng East Road London, England Taipei 104 Taiwan NW12DX U.K. Italia Marittima S. P. A Evergreen Marine (Hong Kong) Ltd. Passeggio S. Andreas 4 22-23 Floor, Harcourt House Trieste 34123, Italy 39 Gloucester Road Wan Chai, Hong Kong Original Page 2 HAN..IIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 Evergreen Marine (Singapore) Pte Ltd 200 Cantonment Road, #12-01 Southpoint, Singapore 089763 And Hanjin Shipping Co., Ltd ("Hanjin") 25 Gukjegeumyung-ro 2-gil, Yeongdeungpo-gu, Seoul, Rep. of Korea (25-11, Yojdo-dong, Youngdeungpo-ku, Seoul, Korea) Article 4. Geographic Scope This Agreement covers the trade between ports in Japan, on the one hand, and ports on the Pacific Coast of the United States in the Los Angles/Oakland range, on the other hand and vice versa (hereinafter, the "Trade"). Article 5. Agreement Authority 5.1 Hanjin is authorized to slot charter 100 TEUs/ 10 tons average per TEU to Evergreen in the Trade whether used or not used on vessels owned, chartered, or managed by them, on such terms and conditions and for such compensation as may be agreed by the Parties. Evergreen is not authorized to sub-charter slots to any third parties. Hanjin is also authorized to sell additional space to Evergreen on an "as needed/as available" basis. Original Page 3 HANJIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 5.2 Slots can be utilized by Evergreen in full throughout the voyage. (In case of coastal movements, total quantity of moves may be restricted to avoid vessel delay and keep schedule integrity.) 5.3 The Parties are authorized to discuss and agree upon routine operational and administrative matters including, but not limited to, procedures for allocating space; the handling of break bulk, out-of-gauge and dangerous/hazardous cargoes; forecasting; stevedoring and terminal operations; recordkeeping; responsibility for loss, damage or injury (including provisions of bills of lading relating to same); the interchange of information and data regarding all matters within the scope of this Agreement; terms and conditions for force majeure relief; insurance, guarantees, indemnification; the resolution of claims; and compliance with customs, safety, security, documentation, and other regulatory requirements. 5.4 Each Party shall retain its separate identity and shall have separate sales, pricing and marketing functions, and shall issue its own bills of lading and handle its own claims. 5.5 Evergreen is responsible for the payment of the space allocated to it. 5.6 Port Rotation. The port rotation for Hanjin's JPX service- Kobe, Nagoya, Tokyo, Sendai, Los Angeles, Oakland, Tokyo, Nagoya, Kobe. Original Page 4 HANJIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. Ol~289 5.7 Vessels. Hanjin shall be providing space to ELJSA on 5 vessels on Hanjin's JPX service of approximate capacity of 3400 TEUs (loadable capacity 2900 TEUs). 5.8 Changes may be made to the ports, the port sequence, the service names (so long as within the Trade); the number of vessels deployed and vessel sizes may be increased or decreased (up to 100%); and the number of slots to be chartered may be increased or decreased (up to 50%) without need to amend the Agreement. Hanjin may decide unilaterally on such matters as they relate to ports or vessels, provided however that ELJSA may adjust the number of slot it charters from Hanjin if ELJSA decides in good faith that it is adversely affected by the change. Article 6. Administration and Delegation of Authority 6.1 This Agreement shall be administered and implemented by meetings, decisions, memoranda, and communications between the Parties. The Parties are authorized to adopt written procedures and policies with respect to the day-to-day operational requirements of the servIce, as well as with respect to communications among themselves. 6.2 Counsel for the Parties is hereby authorized to file this Agreement and any amendments thereto with the U.S. Federal Maritime Original Page 5 HANJIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 Commission, execute this Agreement and any amendments hereto, and to otherwise act on behalf of the Parties with respect thereto. Article 7. Membership and Withdrawal 7.1 The addition of any new party to this Agreement shall become effective after an amendment noticing its admission has been filed with Federal Maritime Commission and become effective under the Shipping Act of 1984, as amended. 7.2 Any Party may withdraw from this Agreement in accordance with the provisions of Article 9 hereof. Article 8. Voting Actions taken pursuant to this Agreement or any amendment thereof shall be by mutual consent of the Parties Article 9. Duration and Termination 9.1 This Agreement shall go into effect on the date it becomes effective under the Shipping Act of 1984, as amended, and shall have an initial term running through July 31,2015 ("Initial Term"). If this Agreement is not terminated at the end of the Initial Term, it shall remain in effect indefinitely thereafter. Original Page 6 HANJIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 9.2 Either Party may withdraw from this Agreement by giving 3 (three) months notice; provided, however, that such resignation may not be given prior to Apri130, 2015. 9.3 In the event of withdrawal of a Party, the Parties shall continue to be liable to one another in respect of all liabilities and obligations accrued prior to termination and in such other respects as the Parties shall determine to be fair as between themselves in relation to the completion of all contracts of carriage outstanding at the date of termination 9.4 Notwithstanding any provision contained herein, if at any time during the term of this Agreement there shall be a change in the control or a material change in the ownership of Hanjin or Evergreen (the company so affected being referred to in this Article 9.4 only as the Affected Party) and the other Party is of the opinion arrived at in good faith that such change is likely to materially prejudice the cohesion or viability of the service, then the other Party may within three months of the coming into effect of such change give not less than three months' notice in writing to the Affected Party terminating the Agreement with respect to the Affected Party. Original Page 7 HANJIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 01228~ 9.5 For the purposes of Article 9.4 above, a change in control or material change in ownership shall not include: (a) any public offering of shares in a Party or its holding company, or (b) any shareholder of such Party or its holding company who was a shareholder of such Party or holding company on the effective date of this Agreement acquiring control of such Party or holding company. 9.6 Notwithstanding any provision contained herein, if at any time during the term of this Agreement Hanjin or Evergreen should become or declare itself bankrupt or insolvent or have a receiving order made against it, suspend payments, or continue its business under a receiver for the benefit of any of its creditors, or if a petition is presented or a meeting convened for the purpose of considering a resolution, or other steps are taken, for the winding-up of the company (otherwise than for the purposes of and followed by a resolution previously approved in writing by the other Party), or any event similar to any of the above shall occur under the laws of the company's country of incorporation and the other Party is of the opinion that the result may be materially detrimental to the service provided under this Agreement, or that Original Page 8 HANJIN SHIPPING -EVERGREEN LINE Slot Charter Agreement FMC Agreement No. 012289 sums may be owed by the insolvent company to the other Party and may not be paid in full or their payment may be delayed, then, any further participation of the insolvent company in this Agreement may, in whole or in part, and with immediate effect, either be terminated or suspended for such period as the other Party, in its sole discretion, deem appropriate.
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