Common use of AGREEMENT AUTHORITY Clause in Contracts

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish one or more legal entities under such name as the Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own ▇▇▇▇ of lading or such other ▇▇▇▇ of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; ▇▇▇▇ of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.

AGREEMENT AUTHORITY. The authority 5.1 CNCO SSL shall sell and MATSON shall purchase, on a used/not used basis, slots for 89 TEUs (or a maximum of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name 1,246 metric tons) (including 19 reefer plugs) on certain vessels CNCO SSL operates or names as they may determine (the “Joint Service”). The Joint Service will operate on which CNCO SSL has space in the Trade. Additional slots may be sold/purchased on an ad hoc basis. Such additional space must be requested prior to relevant vessel/cargo cutoffs and, once confirmed, shall be considered as provided hereunder, reserved space and other trades worldwide. will be invoiced on a used or not basis. 5.2 The Joint Service sale of slots under Article 5.1 shall operate be on such terms and such conditions as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As Parties may agree from time to time. 5.3 Except as provided by Article 8 hereof5.4 infra, MATSON shall not sub-charter slots made available to it hereunder to any third party, except, with the Parties agree not prior written consent of CNCOSSL. Any such third party must be a vessel operating carrier. 5.4 MATSON may always sub-charter Slots and/or reefer plugs to operate competing containerized ocean common carrier services in its vessel operating Affiliates (as may change from time to time) without the Trade following the commencement of the Joint Service hereunderCNCOSSL’s prior consent. (a) The Parties At the date of this Agreement, MATSON declares the following entities as its vessel operating Affiliates: ▇▇▇▇▇▇ South Pacific Limited (b) Where MATSON sub-charters Slots and/or reefer plugs to an Affiliate: (i) MATSON shall not permit the relevant Affiliate to subsequently sub- charter such Slots and/or reefer plugs to any other person without the prior written consent of the Slot Provider; and (ii) MATSON shall terminate the sub-chartering arrangement immediately upon the sub-chartering party ceasing to be an Affiliate. 5.5 Each party is responsible for the port charges attributed to its own cargo, but are authorized to establish one or more legal entities under such name discuss and agree between themselves on their respective responsibilities for port charges assessed to SSL as the vessel operator at island ports in the trade. 5.6 The Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all routine operational and administrative matters including, but not limited to, procedures for allocating space, forecasting, stevedoring and terminal operations, recordkeeping, responsibility for loss, damage or injury (including provisions of bills of lading relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initiallysame), the Parties interchange of information and data Any correspondence or notices hereunder shall establish be made by courier service or registered mail, or in the event expeditious notice is required, by email or by facsimile confirmed by courier or registered mail, to the following Joint Service Entities: (i) addresses: CNCOSSL: The Integrated Holding Company (“HoldCo”)China Navigation Co. Pte. The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levelsLtd.Swire Shipping Pte. Ltd. Attn: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own ▇▇▇▇▇▇ of lading or such other ▇▇▇▇▇▇ of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; ▇▇▇ ▇▇▇▇▇ of lading terms▇▇▇▇ #▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ MATSON: ▇▇▇▇▇▇ Navigation Company, documentationInc. Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, insurance and related matters (including without limitation▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify▇▇▇▇▇▇▇ Email: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade▇▇▇▇▇▇▇@▇▇▇▇▇▇. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.▇▇▇

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish charter space to/from one another on an “as needed/as available” basis, it being understood that there is no guarantee by either Party to provide the other with any amount of space or more legal entities any volume of cargo. (b) In addition to space chartered under Article 5.1(a), ▇▇▇▇ Express shall provide to KOLTD, and KOLTD shall purchase from ▇▇▇▇ Express, space for the movement of up to twenty (20) 40-ft. reefer containers from Moin, Costa Rica to Port Everglades, FL on each weekly sailing of the service of ▇▇▇▇ Express. (c) The Parties are authorized to discuss and agree on the compensation to be paid for the provision of slots hereunder and the other terms and conditions pursuant to which such name as slots will be provided. It is understood and agreed that slots provided hereunder are to be employed only for the carriage of lawful cargo properly packaged and appropriately stowed in sealed, seaworthy containers. No livestock or injurious, inflammable or dangerous goods are to be shipped hereunder without the written consent of the Party providing the slots. Consent to one such shipment shall not constitute consent to subsequent shipments of the same commodity. ▇▇▇▇ Ocean Cargo Express/King Ocean Services Limited Space Charter Agreement FMC Agreement No. 011790-004 (2nd Edition) Original Page No. 2a 5.2 The Parties may are authorized to discuss and agree to own or operate on the Joint Service acceptance and handling of various types of equipment, including 45-foot containers, flat-rack containers, and out of gauge cargo. ▇▇▇▇ Ocean Cargo Express/King Ocean Services Limited Space Charter Agreement FMC Agreement No. 011790-005 (each a “Joint Service Entity” 2nd Edition) First Revised Page No. 3 5.3 The Parties shall contract separately with stevedores and collectively, the “Joint Service Entities”). marine terminals. 5.4 The parties Parties are authorized to discuss and agree upon all such general administrative matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition terms and conditions concerning the implementation of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, this Agreement as may be adjusted necessary or convenient from time to time by time, including, but not limited to: stowage planning; record-keeping; responsibility for loss or damage; insurance; force majeure; the Partieshandling and resolution of claims and other liabilities; indemnification; documentation and bills of lading; and the treatment of hazardous and dangerous cargoes. 5.5 Pursuant to 46 C.F.R. § 535.408(b), is intended to delegate any further agreement contemplated herein cannot go into effect unless filed and effective under the operation Shipping Act of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating 1984, as amended, except to the adjustment of ownership, financial, and governance interests among the shareholdersextent that such agreement concerns routine operational or administrative matters. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own ▇▇▇▇ of lading or such other ▇▇▇▇ of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; ▇▇▇▇ of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.

AGREEMENT AUTHORITY. The authority parties to this Agreement agree: A. CLIA will – (1) Provide a forum where companies engaged in the worldwide operation and marketing of the Parties shall be as follows:cruise and passenger liner industry can meet and discuss matters of common interest and develop and agree on activities aimed at promoting safe and secure cruise ship operations and marketing the concept of shipboard holidays; 5.1 The Parties shall establish(2) Represent the Members’ views and interests in dealings with and appearances before conferences, operateassociations and/or agencies, governments, including international organizations, federal, state and maintain a fully integrated local legislative bodies, executive and regulatory agencies and departments, state and federal judiciaries, licensing and taxing authorities, ports and terminals authorities in matters relating to marketing, sales and operation of passenger liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Tradecruise vessels, as provided hereunderpassenger cruises and their operators, including commercial, safety, health, environmental, security and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereoflocal, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder.state, national or international policy issues; (a3) The Parties are authorized Represent the Members in dealing with international regulatory organizations, including regulatory bodies existing pursuant to establish one or more legal and interpreting and enforcing multinational conventions, treaties and other instruments; (4) Represent the Members in dealing with non-governmental organizations, business corporations and private industry concerns, trade associations and other similar entities under such name as the Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all in matters relating to the formation, corporate governance, marketing and operation of cruises, operation of cruise vessels and associated activities; 1 The terms of this Agreement and the Joint Service Entities filing of it with the Federal Maritime Commission (“FMC”) do not and are not intended to bring within the scope of the Shipping Act of 1984, as permitted amended (including the antitrust exemption conferred by the laws of Act), or the jurisdiction of formation including percentage the FMC, any activities hereunder relating to the carriage of ownership passengers in the U.S. domestic trades or to service wholly between foreign ports or points or parties that are not subject to the jurisdiction of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance documentFMC. (b5) InitiallyRepresent the Members in dealing with the media, including proactive industry image programs and response to current issues and events; (6) Assist the Parties Members in formulating policy positions on the foregoing matters; (7) Represent the Members in matters relating to financial responsibility coverage and education of Affiliated Sellers of Travel (as defined in Appendix A attached hereto); and (8) Through CLIA staff, contractors or intermediaries, gather from Members or other sources and distribute to Members and interested third parties for study and/or analysis, aggregate passenger market information, cruise industry economic information, operational costs, prospective vessel itineraries and deployments, ships on order, and related information with respect to the industry and cruise markets, provided such aggregated information may not include cruise fare or cruise pricing information, and will be combined and presented in a manner that does not disclose specific Member data, except for information about ships on order, which may include non-aggregated details for cruise lines and vessels. B. Membership in any other association shall establish the following Joint Service Entitiesnot preclude membership in CLIA. However, CLIA may provide for consultation and cooperation with other conferences, organizations or associations, and will utilize its best efforts to provide Travel Sellers and interested travel agent associations with reasonable opportunities for dialogue and presentation of views, always reserving freedom of action. The areas of promotion and/or marketing which CLIA may implement either on its own or in cooperation with other associations shall include: (i1) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two Travel seller training; (2) members of the HoldCo Board of Directors for a total of six Public relations; (3) Advertising; (4) Market research; (5) Legislative and regulatory policies; and (6) membersCruise market expansion promotional ventures, However, participation in any such programs shall not limit the right of any Member to take independent action. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. C. The Parties shall make such investment in OpCo as they may agree discuss with each other matters, other than specific rate activities, beyond the authority of this Agreement and will each become a holder of preferred stock in OpCo at within the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% ambit of the ordinary stock of OpCo United States Shipping Act, 1984, and/or the Shipping Act, 1916, with a view to filing modifications to this Agreement with the FMC. No such modifications will be implemented prior to effectiveness and/or approval under the Shipping Act, 1984, and the Shipping Act, 1916. D. The Members shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members notify CLIA of the OpCo Board default of Directors. Each Party shall be entitled to designate one any Affiliated Seller of Travel (1as defined in Appendix A) member and OpCo’s Board or the employment by any travel agency of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own ▇▇▇▇ of lading or such other ▇▇▇▇ of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreementex-agent, FMC Agreement No. 01243910071-0487 exofficer or ex-clerk of any Travel Seller previously terminated under the provisions of this Agreement. 5.4 E. CLIA’s organization will be as shown in Appendix B. The Parties or any Joint Service Entity are Members have formed a District of Columbia not-for-profit corporation named “Cruise Lines International Association, Inc.” All acts and activities of the Members authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity governed by this Agreement shall be on armconducted within CLIA through the actions of its board of directors (the “Board of Directors”), in addition to other committees and officers appointed in accordance with the provisions of this Agreement and the corporation’s length commercial terms acceptable by-laws (the “By-Laws”), a copy of which is attached to all this Agreement. F. Meetings of representatives of the Partiestravel trade industry (each an “Inter- Association Meeting”) or with any third party; scheduling may be convened from time-to-time for the purpose of port calls discussing matters covered by CLIA’s charter which are of mutual importance to CLIA and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; Travel Sellers. ▇▇▇▇ ▇’s president (the “President”) shall notice any such meetings to all Members and Associate Members and serve as Secretary under the direction of lading termsthe CLIA’s chair (the “Chair”). The Chair shall chair Inter-Association Meetings. Inter-Association Meetings shall be attended by CLIA’s executive committee (the “Global Executive Committee”) and by a representative of any other such Members that may wish to attend. In addition, documentationthe following organizations shall each be invited to send one (1) representative to every Inter-Association Meeting: (1) American Society of Travel Agents; (2) Association of Retail Travel Agents; (3) American Automobile Association; (4) Alliance of Canadian Travel Associations; and (5) National Association of Cruise Only Agencies. G. CLIA may agree from time-to-time to establish cruise industry promotional, insurance educational and related matters Travel Seller (as defined in Appendix A) training programs, including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo)FAM trip programs offered on such terms as individual Members desire, and all may allow Affiliated Sellers of Travel listed in CLIA’s Master List of Travel Sellers (as defined in Appendix A attached hereto and made a part hereof) to participate in such programs at reduced rates. H. This Agreement shall apply in respect of the relationship between the Members and Affiliated Sellers of Travel in the United States and Canada, as set out in Appendix A. I. Members and Associate Members may utilize CLIA’s seal, trademarks, intellectual property and other matters relating marketing, promotional or educational materials and information only in connection with the marketing and promotion of cruises of Members, and for no other purpose. Members and Associate Members may not sublicense, assign or provide such seal, trademarks or intellectual property, materials or information to the operation of a Joint Service any third parties, including affiliates or associates, without CLIA’s written authorization. CLIA’s seal, trademarks, intellectual property, materials and the business of an ocean common carrier.2 5.5 The Parties are authorized information may not be utilized to discussmarket or promote noncruise products or services, establishincluding related travel industry products or services provided by Members, maintain or their affiliates and associates. CLIA may establish and modify for the Joint Servicerules applicable to Members’, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensationAssociate Members’, and all termsAffiliated Sellers of Travel’s use of CLIA’s seal, conditions trademarks, intellectual property, materials and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Tradeinformation. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.

AGREEMENT AUTHORITY. The authority of the Parties shall be as follows: 5.1 The Parties shall establish, operate, and maintain a fully integrated liner shipping service operating as an ocean common carrier under such trade name or names as they may determine (the “Joint Service”). The Joint Service will operate in the Trade, as provided hereunder, and other trades worldwide. The Joint Service shall operate as a single carrier which shall incorporate the prior separate vessel operating common carrier containerized liner services in the Trade that were operated separately by each of the Parties. As provided by Article 8 hereof, the Parties agree not to operate competing containerized ocean common carrier services in the Trade following the commencement of the Joint Service hereunder. (a) The Parties are authorized to establish one or more legal entities under such name as the Parties may agree to own or operate the Joint Service (each a “Joint Service Entity” and collectively, the “Joint Service Entities”). The parties are authorized to discuss and agree upon all matters relating to the formation, corporate governance, and operation of the Joint Service Entities as permitted by the laws of the jurisdiction of formation including percentage of ownership of each of them, required representations or warranties by the Parties, initial investments and other capital contribution requirements, management, control, restrictions on disposition of capital stock, shareholder voting rights, board composition, employee compensation, indemnity terms as between the Parties and/or a Joint Service Entity, wind-up and termination provisions, and to memorialize agreements on such matters of corporate governance in a shareholders’ agreement or other similar corporate governance document. (b) Initially, the Parties shall establish the following Joint Service Entities: (i) The Integrated Holding Company (“HoldCo”). The Parties shall make such investment in HoldCo as they may agree and will each become a shareholder of HoldCo at the following levels: “K” Line 31% MOL 31% NYK 38% Initially, each Party shall be entitled to designate two (2) members of the HoldCo Board of Directors for a total of six (6) members. (ii) The Integrated Operating Company (“OpCo”). OpCo shall operate as a vessel operating common carrier offering containerized liner services. The Parties shall make such investment in OpCo as they may agree and will each become a holder of preferred stock in OpCo at the following levels: “K” Line 31% MOL 31% NYK 38% Such preferred stock shall not carry any voting rights at OpCo shareholders meetings. HoldCo shall be the holder of 100% of the ordinary stock of OpCo and shall hold all shareholder voting rights at OpCo shareholders meetings. Initially, there shall be four (4) members of the OpCo Board of Directors. Each Party shall be entitled to designate one (1) member and OpCo’s Board of Directors shall designate one (1) additional member who shall also serve as the CEO of OpCo. OpCo shall be added as a Party hereto following formation. (c) The above structure, as may be adjusted from time to time by the Parties, is intended to delegate the operation of the Joint Service to OpCo’s independent decisions and to have HoldCo handle matters relating to the adjustment of ownership, financial, and governance interests among the shareholders. 5.3 In connection with the operation of the Joint Service by OpCo, the Parties are authorized to: (a) Operate the Joint Service as an ocean common carrier by water in the Trade and other liner trades worldwide utilizing either its own ▇▇▇▇ bill of lading or such other ▇▇▇▇ bill of lading form as may be agreed by the Parties. (b) Have the Joint Service become a member of, and resign or withdraw from, any lawful alliance, space charter, vessel sharing agreement, rate agreement, or other cooperative working agreement in the Trade. The Joint Service shall act as a single member or party to such other agreements. Without limitation, the Parties have agreed that the foregoing shall include THE Alliance Agreement, FMC Agreement No. 012439. 5.4 The Parties or any Joint Service Entity are authorized to discuss, agree upon, negotiate and implement decisions and/or agreements relating to: the use of one or more trade names; advertising; the location and staffing of offices; purchase, rental or sale of intermodal or other equipment; sale, purchase and/or charter of vessels or space to/from any Party on the one hand and a Joint Service Entity on the other (it being understood that any agreement between any Party and a Joint Service Entity shall be on arm’s length commercial terms acceptable to all of the Parties) or with any third party; scheduling of port calls and sailings, port rotations, additions and withdrawal of vessels, and vessel deployments; formation or appointment of agents and sub-agents (including formation of commonly-owned agents and all matters of corporate governance of such agents as permitted by corporation laws of the jurisdiction of incorporation); purchase, lease, or interchange of containers; terminal and/or stevedoring services agreements; contractual arrangements with feeder, tugs, barge, and inland carriers; contractual arrangements with other vendors of goods or services; ▇▇▇▇ bill of lading terms, documentation, insurance and related matters (including without limitation, cargo and hull claims, pollution, through transit liabilities, indemnification, general average, salvage, collision, hazardous materials, dangerous cargo), and all other matters relating to the operation of a Joint Service and the business of an ocean common carrier.2 5.5 The Parties are authorized to discuss, establish, maintain and modify for the Joint Service, or to delegate to an Joint Service Entity, the authority to establish, maintain and modify: rates, rules, prices, charges, surcharges, credit terms, forwarder and broker compensation, and all terms, conditions and practices (hereafter collectively “rates and terms”) of an ocean common carrier covering any and all cargo moving in the Trade, to exchange information regarding same, and to publish one or more tariffs containing any such Joint Service rates and terms. The Parties also are authorized to discuss and agree upon the authority to negotiate and establish the rates and terms of service contracts to be entered into and executed by the Joint Service with shippers for the movement of cargo in the Trade. 5.6 The Parties, acting directly or through a Joint Service Entity, are authorized to discuss, agree upon, and share information regarding: economic forecasts; past, present or expected future conditions in all or any portion of the Trade and freight, rate or other market trends; standard port charges; third party costs including vendor, terminal, and bunker costs and consumptions, cargo carryings, vessel and equipment utilization; supply and demand and vessel utilization forecasts/projections; operational data on vessels and terminals, intermodal/rail moves, dwell times, dry-dock plans, liftings and port pair information; customer information and volume and service requirement forecasts and analysis; and marketing and market share information; whether prepared by a Party or Parties or obtained from outside sources.