GOVERNMENT OF GEORGIA CHARTER PARTY (VESSEL LOAD / FREE DISCHARGE) September 1999 Applicable to Title I PL-480 Cargoes P.A. No.: __________________ CHARTER PARTY made as of ________________________________, at Washington, D.C. between _____________________________________________________ (hereinafter called "Owners") of the good _______________________ (hereinafter called "Vessel") of _______________ Built ______ Rebuilt ______ at ____________________________________________, of ________ net tons register or thereabouts, classed ______________ in _________, now ____________ and the GOVERNMENT OF THE REPUBLIC OF GEORGIA, Charterers (hereinafter called "Charterers"). 1. The said Vessel being tight, staunch and strong, and in every way fitted for the voyage, shall with all convenient speed sail and proceed to ____________________________________ _____________________________________________________________________________ and there load, always afloat, from Charterers, their designees or their agents a full and complete / part cargo of _________________________________________________________. Vessel to load under inspection of National Cargo Bureau, Inc. and an inspector licensed / authorized by USDA, at her expense and to comply with their rules, not exceeding what she can reasonably stow and carry over and above her Cabin, Tackle, Apparel, Provisions, Fuel and Furniture, and being so loaded shall therewith proceed to deliver to __________________________ __________________________________, Georgia, C.I.S. at Charterer's option. 2. Owners are to give Charterers or their Agents, International Services Corporation, (via telefax (202) 296-1160, or telex numbers 248375 or 205660) _______ (__) days written advance notice of Vessel's expected readiness to load date together with approximate quantity of cargo required. The Charterers are to be kept continuously advised by telefax or telex of any alteration in Vessel's readiness to load date. Master to apply to International Services Corporation, Washington, D.C., (telefax number (202) 296-1160 or telex numbers 248375 or 205660) for first or sole loading port orders 144 hours before Vessel's expected readiness to load date but not sooner than 144 hours before the laydays in Clause 7 and Charterers or their Agents are to give orders for first or sole loading port within 72 hours of receipt of Master's application, unless given earlier. Owners are to give Charterers' agent ten, five, two, and one days written advance notice of Vessel's ETA at discharge port. Charterers will declare first or sole discharge port not later than five (5) days prior to vessel's ETA at Georgian ports. Second port of discharge, if any, to be declared not later than completion of discharge at first port. 3. Freight to be paid as provided in Clause 28 hereof at ____________________________ ____________________________________________________________________________, U.S. Currency, per ton of 2204.6 pounds on Bill of Lading weight. Freight payable to: If Vessel is a U.S. flag vessel over 15 years of age, and if Vessel is scrapped or Vessel ownership is transferred to another owner, after discharge at destination but prior to its return to the United States, the freight is to be reduced by $ ______ per ton of 2204.6 pounds on Bill of Lading weight. Cost of lightening: $ _______________ 4. Captain or Owners' agent to call at Charterers' or their agents' office, as requested and sign Bills of Lading, as presented, without prejudice and subject to this Charter Party. 5. Cargo to be loaded according to berth terms with customary despatch at the average rate of _______ tons of 2,204.6 pounds per weather working day of 24 consecutive hours, Sundays and holidays excepted, even if used. Owners to appoint and pay stevedores at load port(s). Notwithstanding any custom of the port to the contrary, Saturdays shall not count as laytime at the loading port or ports where stevedoring labor and/or grain handling facilities are unavailable on Saturdays or available only at overtime and/or premium rates. In ports where only part of Saturday is affected by such conditions, as described above, laytime shall count until the expiration of the last straight time period. Where six (6) or more hours of work are performed at normal rates, Saturday shall count as a full layday. If trimming of Vessel is required by the National Cargo Bureau, any and all trimming expenses, including but not limited to trimming machine hire and elevator overtime, are for Owners' account. Any securing (bagging or strapping, etc.) required by Master, National Cargo Bureau or Port Warden for safe trim/stowage to be supplied by and paid for by Owners and time so used not to count as laytime or time on demurrage. All necessary mats, vents and dunnage to be supplied by and paid for by Owners. 6. Notice of Vessel's readiness to load must be tendered and accepted at the office of Commodity Suppliers (loading facility's office) or their agents and at the office of the Charterers or their agents during regular business hours at or before 4 P.M. on weekdays, Monday through Friday, or at or before 12 noon if on Saturday, Vessel having been entered at the custom house, accompanied by pass of the National Cargo Bureau and Grain Inspector's Certificate of Vessel's readiness in all compartments. 7. Loading not to commence before the ______ day of ______________, 19 ___. Should Vessel not be passed as ready for cargo at first or sole loading port before 12:00 noon on the ______ day of ______________, 19 ___, followed by the presentation of said Surveyor's pass to Charterers or their agents at their office before said time, Charterers shall, at said time and at any time not later than the presentation of Vessel's notice of readiness together with the required certificates at said office, have the option of canceling this Charter Party. 8. If owners fail to tender the contracted Vessel, or substitute approved by Charterers/USDA, and same is not accepted within the laydays, whether or not the option to cancel is exercised, Owners are to be fully responsible for all charges attributable to the failure to tender and be accepted before the canceling date of the charter, including but not limited to the grain carrying charges covering interest, storage, insurance and fumigation, and excess freight or reprocurement costs. In such case it will be a condition of payment of freight that Owners submit as part of their documentation "Paid" invoices from Commodity Suppliers or a certification from such Suppliers that carrying charges did not accrue. USDA may deduct any charges due under this clause from payment of ocean freight without further notice. 9. Laytime is non-reversible. Laytime accounts are to be settled directly between Owners and Commodity Supplier(s) at load port(s). Laytime calculation, overtime, and trimming are to be in accordance to Addendum No. 1 of the North American Export Grain Association, Inc. F.O.B. Contract No. 2 (revised as of August 1, 1988), clauses nos. 1-10 inclusive, (hereinafter "N.A.E.G.A."), regardless of type of vessel. Further, the following modifications to N.A.E.G.A. will apply: anywhere the word "buyer" appears, the words "vessel owner" should be substituted in its place. Under no circumstances shall Charterers or USDA/CCC be responsible for resolving disputes involving the calculation of laytime or the payment of demurrage or despatch between the Vessel Owners and the Commodity Supplier(s). Any/all disputes between the Vessel Owner and the Commodity Supplier(s), arising out of this contract relating to the settlement of laytime issues shall be arbitrated in New York subject to the rules of the Society of Maritime Arbitrators, Inc. Discharge port laytime accounts are to be settled directly between Charterer and Vessel Owner. Vessel Owner is to prepare and submit signed Discharge Port Laytime Statement to Charterer's agent, International Services Corp., Wash., D.C., for approval within thirty days of completion of discharge. Discharge port Notice of Readiness and discharge port Statement of Facts, both signed on behalf of Charterer and Vessel Owner are to be presented with signed Discharge Port Laytime Statement. Under no circumstances shall CCC be responsible for resolving disputes involving the calculation of laytime or the payment of demurrage or despatch between Charterer and the Vessel Owner. Any/all disputes between Charterer and Vessel Owner arising out of this contract relating to the settlement of laytime issues shall be arbitrated in New York subject to the rules of the Society of Maritime Arbitrators, Inc. 10. (a) Demurrage (subject to clause 9 above): Commodity Supplier(s) at each load port to pay demurrage separately to Owners, if incurred, at the rate of ________, U.S. currency, per day or pro-rata for part of a day for all laytime lost in loading. Charterer to pay demurrage separately to Owners, if incurred, at the rate of ________, U.S. currency, per day or pro-rata for part of a day for all laytime lost in discharging. (b) Despatch (subject to clause 9 above): Owners to pay despatch separately to Commodity Supplier(s) at each load port, if earned at such port(s), at the rate of ________, U.S. currency, per day or pro-rata for part of a day for all laytime saved in loading. Owners to pay despatch to Charterer, if earned, at the rate of ________, U.S. currency, per day or pro-rata for part of a day for all laytime saved in discharging. 11. The cargo is to be discharged, free of risk and expense to the vessel, at the average rate of _______ tons of 2,204.6 pounds per weather working days of 24 consecutive hours, Sundays and holidays excepted, even if used (WWDSHEX EIU), on the basis of the bill of lading quantity. Lash/Seabee barges: the discharge guarantee shall not apply. Charterer/Receivers to appoint and pay stevedores at ports of discharge. Bleeding of bags, if any, at discharge port(s) at Owners' expense, time actually used not to count. Notwithstanding any custom of the port to the contrary, Saturdays shall not count as laytime at the discharging port or ports where stevedoring labor and/or grain handling facilities are unavailable on Saturdays or available only at overtime and/or premium rates. In ports where only part of Saturday is affected by such conditions, as described above, laytime shall count until the expiration of the last straight time period. Where six (6) or more hours of work are performed at normal rates, Saturday shall count as a full layday. 12. Notice of Vessel's readiness to discharge must be tendered and accepted at the office of the Charterers/Receivers or their agents during regular business hours at or before 4 P.M. on weekdays, Monday through Friday, or at or before 12 noon if on Saturday. Laytime shall commence at 0800 hours on the next business day and prior time is not to count as laytime used. When full or partial lightening is performed, the following terms shall apply with regards to laytime: Each daughter vessel and/or mother vessel, after completion of lightening operations applicable to that vessel, must tender its Notice of Readiness to discharge to Charterers/Receivers or their agents during regular business hours as specified above in this clause, and laytime shall commence at 0800 hours on next business day and prior time is not to count as laytime used. However, laytime shall not count on a daughter vessel or mother vessel waiting for discharge berth while either another daughter vessel or the mother vessel is occupying the discharge berth. Laytime shall recommence on the vessel awaiting discharge berth once the vessel at the discharge berth has departed. Allowed laytime shall be calculated on the bill of lading quantity of the mother vessel. Laytime used shall be computed on each daughter vessel and mother vessel, if applicable. Laytime used on all vessels discharged shall be added together to obtain total laytime used. Total laytime used at discharge port shall be compared against total laytime allowed at discharge port to arrive at net laytime saved or lost at discharge port. 13. All damage done to the Vessel by loading stevedores is for the account of Owners. All damage done to the vessel by discharging stevedores engaged by Charterers or Receivers, established by Independent Surveyors at the port of discharging, to be for Charterers' or Receivers' account. If the vessel is damaged by such stevedores at discharging port, Charterers or Receivers shall be notified in writing of such damage at the end of shift during which such damage has occurred. The failure of the Master to give notice of damage as herein provided shall be deemed a waiver of the Owners' right to claim reimbursement from the Charterers or Receivers for any damage sustained. 14. Cost of separations, if required, for Owners' account. 15. Charterers reserve the option of loading or discharging cargo at one or two berth(s) at each load or discharge port, and, if exercised, costs of shifting to be for Vessel's account. Vessel to be left in seaworthy trim to shift safely between berths. 16. Vessel will furnish sufficient lights for night work as on board, on deck and in the holds, all such equipment in good working order. 17. At the load port(s), any dues and/or taxes assessed against the cargo or freight to be for Charterers' or Commodity Suppliers' account. Any dues and/or taxes assessed against the Vessel to be for Owners' account. At the discharge port(s), any dues and/or taxes assessed against the cargo or freight to be for Receivers' account. Any dues and/or taxes assessed against the Vessel to be for Owners' account. 18. Discharge Port Restrictions: Batumi: Maximum arrival draft of vessel 10.5 meters S.W. and maximum LOA 250 meters. Poti: Maximum arrival draft of vessel 9.0 meters S.W. and maximum LOA 250 meters. Any lightening required as a result of Vessel's failure to meet the above discharge port(s) restrictions is for Owner's time, risk and expense. Lightening, if required, to be accomplished in the territorial waters of Georgia and to be certified. Daughter vessel(s) must be bulk carriers meeting berth restrictions and geared as per tender terms. If vessel was contracted basis full or partial lightening, and if lightening is not performed at the discharge port and vessel discharges directly at berth, USDA will deduct the lightening cost from ocean freight payment. 19. Overtime at load and discharge port(s), other than crew costs, is for the account of party ordering same. Cost of overtime for crew to be for Owners' or Operators' account. 20. Owners' or Operators' agents to act for Vessel at load port(s). At discharge port(s), Charterer/Receivers to appoint and Owner to pay vessel's agent. 21. Foreign flag vessels must not be older than 20 years and must be classed highest in Lloyd's Register or its equivalent. Date of original construction, not rebuilt date, to govern for all vessels. For U.S. flag vessels in excess of 15 years of age and non-U.S. flag vessels in excess of 10 years of age, any extra insurance on account of vessel's age shall be for Owners' account but not exceeding New York market rates for U.S. flag vessels and not exceeding London market rates for non-U.S. flag vessels. Any extra insurance on cargo as a result of Vessel's flag, ownership, type, configuration, classification will be for Owners' account, but not exceeding New York market rates for U.S. flag vessels and not exceeding London market rates for non-U.S. flag vessels. 22. Any additional completion cargo(es) must be duly separated, must be compatible and non-injurious to Georgia's Title I wheat cargo(es), and must be approved by Charterers/USDA. Geographic proximity of completion cargo(es) will be taken into consideration by Charterers/USDA in approval of such part cargo(es) in order not to unduly impede delivery of Georgia's cargo(es) to Georgian discharge port(s). 23. Substitution of Vessel not permitted without Charterers' / USDA's prior written approval. Any Vessel substituted shall be of the same type, class, approximate size and with same laydays. 24. Vessels 20 years and older, and push-mode ITB units, must have all openings to cargo spaces and hatches' covers tightly sealed with tape or by other means to assure water tight integrity. The sealing shall be done to the satisfaction of attending NCB surveyor as attested by a special survey. Cost of sealing hatch covers/openings to cargo spaces as well as special survey fees shall be for vessel owner's account. Special survey certificate shall in no way diminish owner's liability and responsibilities toward the cargo. 25. Vessel to have the privilege of fueling enroute. 26. Charterers or their agents to have the privilege of transferring this Charter to others (guaranteeing to Owners the due fulfillment of this Charter). 27. A commission of ____ to International Services Corp., Washington, D.C. _____________________________________________________________________________ on all gross freight is earned and payable on signing of this Charter, Vessel lost or not lost. 28. Freight Payment: For 100% direct freight payment by CCC, of all eligible costs, under Section 17.9 of the Title I Regulations, the following documents must be submitted to CCC: Documents may be hand-carried or express-mailed to: U.S. Department of Agriculture Commodity Credit Corporation Financial Management Division 3101 Park Center Drive, Suite 1132 Alexandria, VA 22302 or mailed to: U.S. Department of Agriculture Commodity Credit Corporation STOP 0581 ATTN: Foreign Exports Accounting Section 1400 Independence Avenue SW Washington DC 20250-0581 (1) Signed original of Form CCC-329, "Suppliers Certificate", executed by the carrier or its agent, covering the dollar cost of ocean freight or ocean freight differential. (2) One (1) copy of the non-negotiable clean on-board ocean bill of lading and, if required by the related Form CCC 106, a notice of arrival at the first port of discharge of the vessel named in the Form CCC-106. The notice of arrival must be furnished promptly by the participant or its' designated agent or other source acceptable to CCC (excluding the carrier or his agent) and must include the name of the vessel, the purchase authorization number, the first port of discharge, and the date of arrival. (3) One (1) copy of the carrier's invoice which shows the total freight costs, the amount not eligible for financing by CCC, and the amount for which payment is requested from CCC. If the invoice relates to a U.S.-flag vessel, such invoice shall contain the following typed or stamped certification, executed by the ocean carrier. The undersigned hereby certifies that the vessel named herein and for which ocean freight is claimed, qualifies as a privately owned U.S.-flag commercial vessel within the requirements of Pub. L. 87-266 and is an eligible U.S.-flag vessel for the purposes of Pub. L., 83rd Congress. (4) Signed original of Form CCC-106. (5) One (1) signed copy of the ocean freight contract. (6) One (1) copy of invoice marked "PAID" covering brokerage commission due International Services Corporation and Charterer's protective agency fee due International Services Corporation as per clauses nos. 27 and 43 of this Charter Party. (7) One (1) copy of invoice(s) marked "PAID" from Commodity Supplier(s) or one (1) copy of a certification from such Supplier(s) that carrying charges did not accrue. In accordance with Clause no. 8 of this charter party, this item of documentation will only be required if owners fail to tender this contracted Vessel, or substitute vessel approved by Charterers/USDA, within the laydays. (8) One (1) copy of National Cargo Bureau (NCB) survey certificate evidencing that all openings to cargo spaces and hatch covers were tightly sealed with tape or by other means to assure water-tight integrity. In accordance with clause no. 24 of this Charter Party, this item of documentation is required only if vessel's age is 20 years and older, or if it is a push-mode Integrated tug/barge (ITB) unit. CCC is required to issue all payments by electronic transfer. Each ocean carrier submitting documents to CCC for payment must provide the name of the company, the bank ABA number to which payment is to be made, the account number for the company at the bank, the company's Taxpayer Identification Number and the type of account being used. When applicable, a request for payment of any amounts claimed for additional load and/or discharge ports or other higher rated option following payment of a lower rated option pursuant to Section 17(8) (k) (1) of the regulations shall be supported by the following documents: One (1) copy of the carrier's invoice as described in item 3 above except for the certification required therein. Form CCC-329, "Suppliers Certificate", for the balance claimed. A statement signed by the ship's master, owner, or owner's agent, and signed laytime statements or other written concurrence of charterer or the charterer's agent showing the exercise of the higher-rated option. CCC will not be responsible for sending documents elsewhere or returning documents to the originator. 29. It is mutually agreed that this contract is subject to all the terms, provisions, and exemptions from liability of the "Carriage of Goods by Sea Act" (46 U.S.C. 1300 et seq.). 30. In the event of accident, danger, damage or disaster before or after the commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible by statute, contract or otherwise, the goods, shippers, Receivers or owners of the goods shall contribute with the carrier in General Average to the payment of any sacrifices, losses or expenses of a General Average nature that may be made or incurred and shall pay salvage and special charges incurred in respect to the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. 31. General Average shall be payable according to York/Antwerp Rules, 1974, and shall be settled in New York, New York. Charterers shall not be required as a prerequisite to delivery of the cargo to make a deposit or other form of security (or to agree to such security) to cover contribution of the goods in General Average, salvage or other related charges. 32. Charterers' liability under this Charter to cease on cargo being loaded and to the extent provided in the "Carriage of Goods by Sea Act". 33. If there is any failure on the part of Owners or Operators to perform the Charter after Vessel has tendered at the load port, Charterers shall be entitled to incur all expenses which in the judgment of the General Sales Manager are required to enable Vessel to undertake and carry out her obligations under the Charter, including, but not limited to, expenses for lifting any liens asserted against Vessel. The Owners and/or Operators agree that they will cooperate fully in such efforts and that such expense may be deducted from the freight earned under the Charter notwithstanding any prior assignments of freight made by Owners. Owners shall release a copy of the Ocean Bill of Lading immediately upon completion of loading of Vessel. 34. If upon Vessel's reporting at or off quarantine station at load port, a strike of stevedores or trimmers is in progress, Charterers may order the Vessel to another non-strike bound port within the above loading range, failing which, Owners to have the privilege of canceling this Charter Party, 48 hours after proper notice to Charterers of their intention to cancel, without liability to either party. 35. If the cargo cannot be loaded by reason of Riots, Civil Commotions, or of a strike or lock-out of any class of workman essential to the loading of the cargo, or by reason of obstructions or stoppages beyond the control of the Charterers on the Railways, Docks, or other loading places, or if the cargo cannot be discharged by reason of Riots, Civil Commotions, or a strike or lock-out of any class of workman essential to the discharge, no claim for damages or detention on that account shall be made by the Charterers, Receivers of the cargo, or Owners or Operators of the Vessel. 36. In the event of damage caused by perils of the sea or other waters, collision, stranding, jettison, wreck, fire from any cause, Act of God, public enemies or pirates, or by arrest or restraint of princes, rulers or peoples without the fault of the supplier of the ocean transportation, war, public disorder, capture or detention by public authorities in the interest of public safety which prevents arrival of the Vessel at the first or sole port of discharge, one hundred percent of ocean freight will be allowed provided Vessel Owners or Operators supply evidence satisfactory to USDA of such disability. 37. In the event of any conflict between the provisions of the Charter Party and Bills of Lading issued pursuant thereto, Charter Party terms shall govern. 38. Notwithstanding clause 29 hereof, in case of claims for loss, damage, or shrinkage in transit, or any other claims against the carrier, the rules and conditions governing commercial shipments and the provisions of the Carriage of Goods by Sea Act of 1936 shall not apply as to period within which notice thereof shall be given to carriers or to period within which claim therefore shall be made or suit instituted. 39. This Charter Party is subject to all the provisions of Public Law 480, Title I and rules and regulations issued pursuant thereto. 40. U.S. Flag approved freight rates will be reduced to a level no higher than the Maritime Administration fair and reasonable rate in the event that originally approved vessel is substituted by a lower cost vessel to the U.S. Government. For U.S. flag vessels loading less than a full cargo, the less than full cargo freight rate will be subject to a reduction to meet any revised Maritime Administration freight rate guideline due to vessel loading other additional cargo. 41. Each of the following loading areas are considered as a single load port: (a) Mississippi River District not north of Port Allen; (b) San Francisco Bay Area including Sacramento and Stockton; and (c) Columbia River District including Portland. 42. Vessel Description: 43. For each loading port, a fee of $1,200.00 covering Charterer's protective agency services to be paid by the Owners to International Services Corp., Washington, D.C., who will appoint and pay Charterers' agents. 44. Vessels must be able to be fumigated with an aluminum phosphide preparation in-transit in accordance with the USDA, FGIS Fumigation Handbook and vessels that cannot be so fumigated will not be considered. At final loading port, commodity supplier will arrange and pay for in-transit fumigation performed by a certified applicator in accordance with the USDA, FGIS Fumigation Handbook. Fumigation must be witnessed by FGIS, USDA, and the aluminum phosphide preparation must be contained in packaging as described in the Fumigation Handbook. Dust retainers must be used. For tween-deckers and bulk carriers (including push-mode ITB), the recirculation method of fumigation will be used. For tankers, the surface method of fumigation will be used. See below regarding tween-deck vessels. Tween-deck vessels will be considered provided they are acceptable for in-transit fumigation in accordance with FGIS Fumigation Handbook. Offers of such tween-deck vessels must be accompanied by a copy of a letter from FGIS, USDA stating that the vessel can be fumigated under the FGIS in-transit fumigation procedures. As an alternative to the above letter from FGIS, a tween-deck vessel will be considered if the offer states that the vessel owner agrees to cooperate with FGIS in a test of in-transit fumigation (recirculation method) and agrees to bear any additional costs of such test which exceed the normal costs for fumigation of the vessel. Such offer must be accompanied by a letter from FGIS stating that the named vessel is suitable for such a test (FGIS Standards and Procedures Branch [202] 720-0252). In addition, tween-deck vessels are acceptable only when a certified applicator states that the vessel has been inspected and found to be suitable for fumigation and such written statement from certified applicator should be submitted with offer. At discharge port and upon inspection by government inspectors, if cargo and/or vessel is found to be infested and provided clean bills of lading were issued, fumigation costs, if any, are for Owners' (vessel's) account, time counting. 45. At loading, Vessel's equipment shall comply with regulations established by U.S. Public Law 85-742, Part 9 (Safety and Health Regulations for Longshoring). If longshoring are not permitted to work due to failure of the Captain and/or Owners Agents to comply with the aforementioned regulations, any delay resulting therefrom shall be for the Owners's account. 46. New Both-to-Blame Collision Clause, P and I Bunker Deviation Clause, War Risk Clauses Nos. 1 and 2, and the New York Produce Exchange Arbitration Clause, as attached, are deemed to be incorporated in this Charter Party. 47. Vessel Gear Requirements: Vessels must be capable of self-discharge directy into rail cars with vessel's gear (including provision of clamshells) and/or with vacuvators (including all necessary vacuvator pipes and supports for pipes). Discharge gear must be provided in sufficient number to allow simultaneous discharge from all hatches and must be in good working condition. Owners to provide at their expense all necessary motive power/fuel to operate all discharge gear and/or vacuvators as well as technicians in the case of vacuvators to oversee their operation. Any time lost as result of breakdown of vessel's gear and/or vacuvators to be excluded from laytime used. Opening and closing of hatches to be carried out by vessel's crew free of charge to Charterers. Mechanical or hydraulic hatch covers for vessels or rain tents for all hatches are required. 48. Owners guarantee that this vessel complies fully with the International Safety Management (ISM) Code, if required, and is in possession of a valid Document of Compliance and Safety Management Certificate and will remain so for the entirety of her employment under this charter party. Owners are to provide Charterers with satisfactory evidence of compliance if required to do so and to remain fully responsible for any and all consequences resulting directly or indirectly from any matters arising in connection with this vessel and the ISM Code. 49. Section 408 of the Coast Guard Authorization Act of 1998, Public Law 105-383 (46 U.S.C., Paragraph 2302(e)), establishes effective January 1, 1999, with respect to non-U.S. flag vessels and operators / owners, that substandard vessels and vessels operated by operators / owners of substandard vessels are prohibited from the carriage of government impelled (preference) cargo(es) for up to one year after such substandard determination has been published electronically. The cargo covered by this Charter Party is a government impelled (preference) cargo. Owner has warranted that the vessel(s) and the Owners / Operators are not disqualified to carry such government impelled (preference) cargo(es). Owner shall indemnify Charterer/USDA for any and all consequences including but not limited to fines and/or penalties and/or legal defense and/or carrying charges should either vessel(s) and/or owners / operators covered under this Charter Party be or become disqualified for carriage of such government impelled (preference) cargoes regardless of Charterer's/USDA's approval of the freight fixture covered by this Charter Party. OWNERS: CHARTERERS: GOVERNMENT OF THE REPUBLIC OF GEORGIA By: __________________ By: __________________ BOTH-TO-BLAME COLLISION CLAUSE: If the liability for any collision in which the vessel is involved while performing this Bill of Lading fails to be determined in accordance with the laws of the United States of America, the following clause shall apply: If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or Carrier. The foregoing provisions shall also apply where the Owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact. PROTECTION & INDEMNITY (P & I) BUNKERING CLAUSE: The vessel, in addition to all other liberties, shall have liberty, as part of the contract voyage and at any stage thereof, to proceed to any port or ports whatsoever, whether such ports are on or off the direct and/or customary route or routes to the ports of loading or discharge named in this Charter, and there take oil bunkers in any quantity in the discretion of owners even to the full capacity of fuel tanks, deep tanks and any other compartment in which oil can be carried, whether such amount is or is not required for the chartered voyage. CHAMBER OF SHIPPING WAR RISK CLAUSES: 1. No Bills of Lading to be signed for any blockaded port and if the ports of discharge be declared blockaded after Bills of Lading have been signed, or if the port to which the ship has been ordered to discharge either on signing Bills of Lading or thereafter be one to which the ship is or shall be prohibited from going by the Government of the Nation under whose flag the ship sails or by any other Government, the owner shall discharge the cargo at any other port covered by this Charter Party as ordered by the Charterers (provided such other port is not a blockaded or prohibited port as above mentioned) and shall be entitled to a freight as if the ship has discharged at the port or ports of discharge to which she was originally ordered. 2. The ship shall have liberty to comply with any orders or directions as to departure, arrival, routes, ports of call, stoppages, destination, delivery or otherwise howsoever given by the Government of the Nation under whose flag the vessel sails or any department thereof, or by any person acting or purporting to act with the authority of such Government or of any department thereof, or by any committee or person having, under the terms of the War Risks insurance on the ship, the right to give such orders or directions and if by reason of and in compliance with any such orders or directions anything is done or is not done, the same shall not be deemed a deviation, and delivery in accordance with such orders or directions shall be a fulfillment of the contract voyage and the freight shall be payable accordingly. NEW YORK PRODUCE EXCHANGE ARBITRATION CLAUSE Should any dispute arise between owners and the charterers, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, this agreement may be made a rule of the Court. The arbitrators shall be commercial men. Such Arbitration is to be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. For disputes where the total amount claimed by either party does not exceed U.S. $3,500.00 or amount as mutually agreed, the Arbitration may be conducted in accordance with the Simplified Arbitration Procedure of the Society of Maritime Arbitrators, Inc., if so desired by both parties.