delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees, or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money, and be remitted to the aduster. When so remitted the deposit shall be held in a special account at a place of adjustment in the name of the adjuster pending settlement of the general average and refunds or credit balances, if any, shall be paid in United States money."

(iii) Amended "Jason Clause":

"In the event of accident, danger, damage, or disaster before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which or for the consequence of which the carrier is not responsible by statute, contract, or otherwise, the goods, shippers, consignees, 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 of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the salving ship or ships belong to strangers."

(iv) Liberties clauses:

"In any situation whatsoever and wheresoever occurring and whether existing or anticipated before commencement of or during the voyage, which in the judgment of the carrier or master is likely to give rise to risk of capture, seizures, detention, damages, delay or disadvantage to or loss of the ship or any part of her cargo, or to make it unsafe, imprudent, or unlawful for any reason to commence or proceed on or continue the voyage or to enter or discharge the goods at the port of discharge, or to give rise to delay or difficulty in arriving, discharging at or leaving the port of discharge or the usual place of discharge in such port, the carrier may before loading or before the commencement of the voyage, require the shipper or other person entitled thereto to take delivery of the goods at port of shipment and upon their failure to do so, may warehouse the goods at the risk and expense of the goods; or the carrier or master, whether or not proceeding toward or entering or attempting to enter the port of discharge or reaching or attempting to reach the usual place of discharge therein or attempting to discharge the goods there, may discharge the goods into depot, lazarette, craft or other place; or the ship may proceed or return, directly or indirectly, to or stop at any such port or place whatsoever as the master or the carrier may consider safe or advisable under the circumstances, and discharge the goods, or any part thereof, at any such port or place; or the carrier or the master may retain the cargo on board until the return trip or until such time as the carrier or the master thinks advisable and discharge the goods at any place whatsoever as herein provided; or the carrier or the master may discharge and forward the goods by any means at the risk and expense of the goods. The carrier or the master is not required to give notice of discharge of the goods or the forwarding thereof as herein provided. When the goods are discharged from the ship, as herein provided, they shall be at their own risk and expense: such discharge shall constitute complete delivery and performance under this contract and the carrier shall be freed from any further responsibility. For any service rendered to the goods as herein provided the carrier shall be entitled to a reasonable extra compensation.

"The carrier, master and ship shall have liberty to comply with any orders or directions as to loading, departure, arrival, routes, ports of call, stoppages, discharge, destination, delivery or otherwise howsoever given by the government of any nation or department thereof or 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 risk insurance of the ship, the right to give such orders or directions. Delivery or other disposition of the goods in accordance with such orders or directions shall be a fulfillment of the contract voyage. The ship may carry contraband, explosives, munitions, warlike stores, hazardous cargo, and may sail armed or unarmed and with or without convoy.

"In addition to all other liberties herein the carrier shall have the right to withhold delivery of, reship to, deposit or discharge the goods at any place whatsoever, surrender or dispose of the goods in accordance with any direction, condition or agreement imposed upon or exacted from the carrier by any government or department thereof or any person purporting to act with the authority of either of them. In any of the above circumstances the goods shall be solely at their risk and expense and all expenses and charges so incurred shall be payable by the owner or consignee thereof and shall be a lien on the goods."

Clause 15. General average

In the event of general average involving the Vessel, the Charterer shall comply fully with all instructions issued by the United States in that connection, including instructions as to the appointment of adjusters, obtaining general average security and asserting liens for that purpose and supplying the adjuster with all disbursements, accounts, documents and data required in the adjustment, statement and settlement of the general average.

Clause 16. Salvage

Earned salvage shall be prorated 25% to the Owner and 75% to the Charterer, after deducting Owner's and Charterer's expenses, Master's and Crew's shares, and legal and other expenses incident to the salvage. Settlement of such claims for earned salvage shall be subject to the approval of both Owner and Charterer, provided, that the amount of awards for the salving of vessels of which the United States, or any department or agency thereof, is the Owner pro hac vice, or for their cargoes and freights on such vessels, shall be determined by the Owner.

Clause 17. Libels

Neither the Charterer nor the Master of the Vessel nor any other person shall have the right, power, or authority to create, incur, or permit to be placed upon the Vessel any liens whatsoever other than for crew's wages or salvage. The Charterer agrees to carry a properly certified copy of this Agreement with the ship's papers on board the Vessel, and agrees to exhibit the same to any person having business with the Vessel, and agrees also to exhibit the same to any representative of the Owner on demand.

The Charterer agrees to notify any person furnishing repairs, supplies, towage, or other necessaries to the Vessel that neither the Charterer nor the Master has any right to create, incur, or permit to be imposed upon the Vessel any liens whatsoever, except for crew's wages and salvage. Such notice as far as may be practicable shall be in writing. The Charterer further agrees to fasten in the Vessel in a conspicuous place, and to maintain during the charter period, a notice reading as follows:

"This Vessel is the property of the United States of America. It is under bareboat charter to First Atomic Ship Transport Inc. and, by the terms of the charter neither the Charterer nor the Master has any right, power, or authority to create, incur, or permit to be imposed upon the Vessel any lien whatsoever, except for crew's wages and salvage."

The Owner shall indemnify, hold harmless and defend the Charterer against any liens, claims or liabilities of whatsoever nature upon the Vessel at the time of her delivery under this Agreement. The Charterer shall indemnify and hold harmless and defend the Owner against any liens of whatsoever nature upon the Vessel and against any claims against the Owner arising out of the operation of the Vessel by the Charterer, or out of any act or neglect of the Charterer, in relation to the Vessel, or the operation thereof, except insofar as such liens or claims arise out of any matter covered by the insurance procured and in force, or assumed by the Owner as provided in Part I hereof. If a libel should be filed against the Vessel or if the Vessel is otherwise levied against or taken into custody by virtue of legal proceedings in any court because of any liens or claims arising out of the operation of the Vessel by the Charterer, the Charterer shall at its own expense, within fifteen (15) days thereof, cause the Vessel to be released and the lien if any to be discharged.

Clause 18. Bond

The Charterer, at or before delivery of the Vessel under this Agreement, shall furnish the Owner with a bond with sufficient surety, in the amount specified.

in Part I hereof, such bond to be approved by the Owner, both as to form and sufficiency of the sureties, and to be conditioned upon the true and faithful performance of all and singular the covenants and agreements of the Charterer contained in this Agreement including, but not limited to, the Charter's obligation to pay damages and to indemnify against liens. The Charterer may, in lieu of furnishing such bond, pledge United States Government securities in the par value of the required amount under an Agreement satisfactory in form and substance to the Owner.

Clause 19. Salaries and fees

No salary for personal services in excess of $25,000 per annum paid to a director, officer, or employee by the Charterer, its affiliates, subsidiary, or associates, directly or indirectly, shall be taken into account under this Agreement. The terms "director", "officer", or "employee" shall be construed in the broadest sense to include, but not be limited to managing trustee or other administrative agent. The term "salary" shall include wages and allowances or compensation in any form for personal services which will result in a director, officer, or employee receiving total compensation for his personal services from such sources exceeding in the amount or value $25,000 per annum.

Clause 20. Events of default

The following shall constitute events of default under this Agreement:

(a) The failure of the Charterer to operate the Vessel as required by Clause D of Part I or the operation of the Vessel on some other route without the prior written approval of the Owner.

(b) Any material misrepresentation by the Charterer in connection with this Agreement whether before or after execution hereof and whether made in an application, report or otherwise, or any willful failure by the Charterer to disclose information necessary to cause any material representation by it not to be misleading.

(c) The occurrence of any event causing the Charterer to be ineligible for charter of the Owner's vessels.

(d) A voluntary sale by the Charterer of this Agreement or any interest therein, or any assignment, transfer, agreement or arrangement whereby the maintenance, management or operation of the above described service, route, or Vessel shall pass out of the direct control of the Charterer without the consent of the Owner.

(e) The filing of a petition in bankruptcy by the Charterer, or the entry of an order, upon petition against the Charterer, adjudicating the Charterer a bankrupt, or the making of a general assignment for the benefit of creditors, or the Charterer losing its charter by foreiture or otherwise, or the appointment of a receiver or receivers of any kind whatsoever, whether appointed or not in Admiralty, Bankruptcy, Common Law or Equity proceedings, and whether temporary or permanent, for the property of the Charterer, or the filing of a petition by the Charterer for reorganization under the Bankruptcy Act, or the filing of such a petition by creditors and the same approved by the court, or the approval of the court of a reorganization of the Charterer under said Act, whether proposed by a creditor, a stockholder or any other person whomsoever. (f) Any breach by the Charterer of its obligations under this Agreement (including but without limitation, the obligation to maintain a Performance Bond as required in Clause G) or any agreement executed in connection therewith.

(g) Failure by the Charterer to comply with any applicable provisions of the Merchant Marine Act, 1936, as amended, or of any law or regulation relating to the operation of the Vessel.

Clause 21. Termination upon default

(a) The Owner may terminate this Agreement in whole or in part without notice to the Charterer in case any event of default specified in paragraphs (a), (b), (c), (d), or (e), of the preceding Clause 20 shall occur or if any other default specified in paragraph (f) and (g), of said Clause shall occur and shall continue for a period of thirty (30) days after notice thereof has been mailed or telegraphed by the Owner to the Charterer.

(b) Upon termination, the Owner may at its option, subject to the regulatory requirements of the Atomic Energy Commission, retake the Vessel wherever the same may be found, whether upon the high seas or in any port, harbor or

other place, without prior demand and without legal process and for that purpose may enter upon any dock, pier, or other premises where the Vessel may be and take possession thereof, or may require the Charterer to redeliver such Vessel in accordance with terms of this Agreement immediately upon the receipt of a notice demanding such redelivery.

(c) The rights conferred upon the Owner by this Clause are cumulative and in addition to any rights which it may have at law or in equity or by virtue of the terms of this Agreement.

Clause 22. Cancellation or modification by mutual consent

This Agreement may be terminated, modified, or amended at any time by mutual consent.

Clause 23. Accounting, reporting and supervision

(a) The Charterer and, to the extent required by the Owner, every affiliate, domestic agent, subsidiary, or holding company connected with, or directly or indirectly controlling or controlled by, the Charterer

(1) shall keep its books, records and accounts relating to the management, operation, conduct of the business of and maintenance of the Vessel covered by this Agreement in accordance with the "Uniform System of Accounts for Maritime Carriers" prescribed by the Maritime Administration, U.S. Department of Commerce, in General Order 22 as revised from time to time, and under such regulations as may be prescribed by the Owners; Provided, That if the Charterer is subject to the jurisdiction of the Interstate Commerce Commission, the Owner shall not require the duplication of books, records, and accounts required to be kept in some other form by that Commission; and

(2) shall file, upon notice from the Owner, balance sheets, profit and loss statements, and such other statements of financial operations, special reports, memoranda of any facts and transactions, which in the opinion of the Owner affect the financial results in, the performance of, or transactions or operations under, this Agreement. The Owner reserves the right to require that all or any of such statements, reports and memoranda shall be certified by independent certified public accountants acceptable to the Owner.

(b) The Owner is hereby authorized to examine and audit the books, records and accounts of all persons referred to above in this Clause wherever it may deem it necessary or desirable, including an analysis of the surplus and all supporting accounts. The Charterer agrees to allow any and all auditors, inspectors, attorneys, and other employees, designated by the Owner, full, free and complete access at all reasonable times, to the Vessel when in port or undergoing repairs and to all books, records, papers, memoranda or other documents of the Charterer wherever located or of any holding company, subsidiary company or affiliated company of the Charterer pertaining to any activities relating in any way to the Vessel, and further agrees to permit the making of photostatic or other copies of any such books, records, papers, memoranda, or other documents and to furnish without charge adequate office space and other facilities reasonably required by such auditors, attorneys, or inspectors in the performance of their duties. The Charterer further agrees to establish and maintain from time to time such checks upon or systems of control of expenditures or revenues in connection with the operation of the Vessel as the Owner may request.

Clause 24. Termination of business

Upon termination of this Agreement the Charterer shall turn over to the Owner at such time and at such place as the Owner may direct, the Vessel and all property of whatsoever nature which the Owner may therefore have delivered to the Charterer or to which the Owner is entitled under the terms of this Agreement, and the Charterer shall at its own expense make to the Owner such accounting as the Owner may require of all matters arising out of the operation of the Vessel and this Agreement, and shall adjust, settle, and liquidate such accounts, provided, however, that the Owner may collect directly all freight moneys or other debts remaining unpaid and apply any moneys collected on any unpaid balance due from the Charterer to the Owner. All expenses of such collection shall be for the account of the Charterer.

Clause 25. Mergers, etc; Business not related to shipping

The Charterer agrees that during the charter period it will not, without the prior written approval of the Owner, (1) effect any merger, consolidation or

substantial acquisition or disposition of assets not in the ordinary course of business, or (2) directly or indirectly embark upon any new enterprise or business activity not directly connected with the business of shipping.

Clause 26. Service by affiliates, etc

Agreements or arrangements with any interested person or related company to render any service to or furnish any stores, supplies, equipment, materials, repairs, or facilities in connection with the operation of the Vessel hereunder shall be submitted to the Owner for approval as to employment. In the accounting pursuant to Part I hereof, sums paid or payable to an interested person or related company in connection with the operation of the Vessel hereunder shall be taken into account only if such agreements or arrangements have been approved by the Owner, and then only in such amount as the Owner shall deem to be fair and reasonable. The term "interested person' shall mean any person, firm or corporation in which the Charterer, or any related company of the Charterer, or any officer or director of the Charterer or any employee of the Charterer who is charged with executive or supervisory duties, or any member of the immediate family of any such officer, director or employee, or any officer or director of any related company of the Charterer of any member of the immediate family of any officer or director of any related company of the Charterer, owns any substantial pecuniary interest directly or indirectly. The term "related company", used to indicate a relationship with the Charterer for the purposes of this Clause only, shall include any person or concern that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Charterer. The term "control" (including the terms "controlled by" and "under common control with") as used herein means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Charterer (or related company), whether through ownership of voting securities, by contract, or otherwise. Clause 27. Freight rates

The Charterer hereby agrees that in any case where its commodities, or commodities of any interested person or related company, are carried on the Vessel, the Vessels revenue account will be credited with full freight revenue for such carriage at the prevailing commercial rate for such commodities or at such other rates as are approved by the Owner. For the purpose of this Clause, the terms "interested person" and "related company" shall be defined as provided in Clause 26 of Part II hereof.

Clause 28. Efficient operation

The Charterer agrees to conduct its business and its operations with respect to the Vessel in an economical and efficient manner.

Clause 29. Members or delegates of congress

The Charterer shall not employ any member of Congress, either with or without compensation, as an attorney, agent, officer, or director. Except to the extent permitted by law, no Member of or Delegate to Congress or any Resident Commissioner is or shall be admitted to any share or interest in this Agreement, or any benefit that may arise therefrom.

Clause 30. Warranty against contingent fees

The Charterer warrants that no person or agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial agencies maintained by the Charterer for the purpose of securing business. For breach or violation of this warranty, the Owner shall have the right to annul this Agreement without liability or in its discretion to require the Charterer to pay to the Owner the full amount of such commission, percentage, brokerage, or contingent fee.

Clause 31. Notices

Unless otherwise provided in this Agreement or mutually agreed upon, all payments, notices and communications from the Owner to the Charterer, pursuant to the terms of or in connection with this Agreement, shall be made or addressed to the Charterer at the address provided herein and all payments, notices, and communications from the Charterer to the Owner, pursuant to the terms of or in connection with this Agreement, shall be made or addressed to the Owner at its office in Washington, District of Columbia.