GULF PACIFIC MARINE, INC.

SCHEDULE OF RATES, SERVICE TERMS AND CONDITIONS

FOR

SHIP ASSIST & ESCORT TOWING AT

DESIGNATED GRAIN TERMINALS ON THE COLUMBIA & WILLAMETTE RIVERS

As of: February 27, 2013

1. APPLICABILITY: The terms of this Schedule of Rates, Service Terms and Conditions (“Service Terms”) apply to all ship assist towing and escort towing at designated grain terminals on the Columbia and Willamette Rivers for which no other express written contract signed by Gulf Pacific Marine, Inc. (“Gulf Pacific”) exists. When service is ordered or is accepted, it is understood that the vessel, its owners, and its operators agree to all the terms and conditions contained herein. Gulf Pacific’s objective is to have tugs and personnel available to cover customer requirements. However, on occasion demands outstrip supply. As a result, and although Gulf Pacific will do its best, Gulf Pacific cannot guarantee that it can meet all customer requirements 100% of the time. Updates to these Service Terms may be made from time to time, at Gulf Pacific’s sole discretion, by posting updates at the Company’s website. Acceptance of any of the services provided by Gulf Pacific constitutes acceptance of the Service Terms posted on Gulf Pacific’s website at the time such services are ordered or performed.

2. RATES: Gulf Pacific’s services are provided exclusively to ships calling at designated grain terminals on the Columbia and Willamette Rivers (“Grain Terminals”). Rates, prices, and expenses for tug services to ships calling at Grain Terminal docks will be invoiced to vessels care of the individual Grain Terminal at which the ship calls, and will collected by those Grain Terminals, customarily from port costs deposits, for remission to Gulf Pacific. Ship owners/operators and agents should refer to in the regularly maintained schedule of terms and conditions or “tariff” (“Grain Terminal Tariff”) maintained by each Grain Terminal.

Rates for Tug service are as follows:

UGC - Vancouver

Flat fee per each berthing (in and out) - one or two tugs - $30,000

Security Fee, per tug - $ 2,000

Additional tug time for more than 4 hours per tug per call out,
additional call-outs for shifting at berth, emergencies, etc.
(minimum two hours charge per call out) - $4,000 per hour per tug

Services are scheduled through the elevator at which the vessel is berthing. Billing and collection to occur through the port cost deposit placed by vessel with the elevator.
In ordering tug services to be provided by Gulf Pacific, either directly through Gulf Pacific or through a Grain Terminal, the ship, its owners, operators, managers and agents, expressly agree to (a) the schedule of rates to be charged at the Grain Terminal where the ship is calling, and (b) all terms and conditions of service stated in this in this schedule of Service Terms as of the time services are ordered. No terms or conditions contained herein may be modified as to a particular service unless agreed to in writing by Gulf Pacific.

3. PAYMENT TERMS: Payment for Gulf Pacific services is be made as per terms of the Grain Terminal Tariff for the grain terminal at which the ship is calling, and if not specified, within 10 days of invoice date. If not paid within such terms, then charges for tug service may be collected by Gulf Pacific for its on account and for and on the account of the affected Grain Terminal. Gulf Pacific claims and reserves all lien and collection rights for services it provides. If suit or action is filed by Gulf Pacific to collect a delinquent account, attorney fees and related expenses (i.e., U.S. Marshal’s fees, filing fees, etc.) awarded the prevailing party as assessed by the trial and/or appellate court.

4. SUBCONTRACT: All or part of any service requested herein may be subcontracted to others without notice to customer, and customer agrees that any such subcontractor shall have the benefit of all defenses, exemptions, and limitations of liability provided herein for the benefit of Gulf Pacific. In performance of any such subcontract, the subcontractor shall be considered an independent contractor and not the agent, servant, or employee of Gulf Pacific.

5. SCHEDULING: Gulf Pacific shall use reasonable diligence to provide tug services at the time scheduled with the ship or agent. However, the company reserves the right to perform tug services for other persons prior to the time scheduled with the ship. Scheduled times for tugs are approximate and not guaranteed. Gulf Pacific shall have no liability for delay in rendering tug services. In the event the customer’s vessel arrives prior or subsequent to the time scheduled, Gulf Pacific shall use reasonable diligence to provide tug service at the time of arrival.

6. RESPONSIBILITY: Rates for assist and escort towage require that vessels be in the charge of the master thereof or that a regular licensed pilot be employed by the vessel, its owners or operators, which master or pilot shall give all orders to the tugs supplied. The masters and crews of assist and escort tugs shall, in the performance of such service, be and become the servants of the vessel or craft being assisted or escorted. Neither the tugs used in the service, nor the owner, operator, masters, crews, charterers or hirers thereof, shall be liable for any loss or damage of any nature whatsoever arising out of or occurring while such service is being rendered, or incident thereto, so long as said tugs follow and carry out properly and in a timely fashion, to the extent due diligence allows, the orders and directions of the master or pilot of the vessel or craft to which service is being rendered. The vessel or craft to which service is being rendered, its owners, charterers, or operators, shall indemnify the tug or tugs, their owners, operators, masters, crews, charterers or hirers, with respect to any damage sustained by the tug or tugs while following and carrying out the orders and directions of the master or pilot of the vessel, and shall hold harmless the tug or tugs, their owner, operator, master, crew, charterer or hirer, from any and all claims, demands, actions, suits or sums paid on account of any damages sustained by third parties, including but not limited to personal injury or loss of life of any person, as well as personal injury or loss of life of any member or crew of said tug or tugs.

7. HAWSERS: The assisted or escorted vessel assumes all risk of any and all loss or damage sustained by it or by any other vessels, property or persons resulting from the parting of any hawsers or other line, by whomsoever furnished, and whether the parting was due to insufficiency, negligence, wear, or other cause.

8. WARRANTY: With respect to vessels that are not owned by the person or company ordering or by the person or company who has contracted with Gulf Pacific for the tug service, it is understood and agreed that each such person or company warrants that it has authority to bind the vessel and her owner to all the provisions of these Terms and Conditions and Gulf Pacific’s rate schedule and that each such person or company agrees to indemnify and hold harmless those furnishing the tugs or any pilot, the tugs, their owners, agents, charterers, operators and managers, from all damage and expenses that may be sustained or incurred in the event and in the consequence of such person or company not having such authority.

9. DISCLAIMER OF WARRANTY OF WORKMANLIKE SERVICE: Neither the tug, its owners, agents, charterers, operators nor managers warrant expressly or by implication that workmanlike service will be performed and such warranty is expressly excluded. The liability of the tug, its owners, agents, charterers, operators, and managers is limited to only such consequences and damages as said parties would be legally liable for in the absence of a contractual warranty of workmanlike service.

10. NOTICE OF DAMAGE: Notice of any alleged damage or injury suffered or caused by a vessel to which tug services are rendered hereunder must be given to Gulf Pacific within a reasonable time (not to exceed twenty-four (24) hours) after the alleged occurrence, and if it is intended that a claim or claims be made upon Gulf Pacific based upon such alleged damage or injury, written notice of such intention must be given within thirty (30) days of such occurrence. In the absence of either one or both notices provided for above, no claim against Gulf Pacific arising out of such occurrence shall be valid, and no suit may be maintained in respect to such claim on account of damage or injury suffered or caused by such vessel. In addition to the foregoing requirements, no claim shall be valid and no suit may be maintained against Gulf Pacific on account of any damage or injury unless Gulf Pacific is given a reasonable opportunity to inspect and survey the damage for which claim is made prior to the commencement of any repairs.

11. LIMITATION OF LIABILITY: The furnishing of any tug service, or anything done in connection therewith, shall not be construed to be, or to give rise to, a personal contract. It is understood and agreed that Gulf Pacific, the tugs, their owners, charterers, operators, masters, crews, managers, and agents shall have the benefit of all exceptions from, and limitations of, liability to which an owner of a vessel is entitled under any limitation of liability statutes of the United States, including, but not limited to, limitations of and immunity from liability under the Oil Pollution Act of 1990 (“OPA 90”), and any applicable state law. Unless entitled to immunity as a responder or otherwise under OPA 90 or applicable state laws and subject to defenses to, exemptions from, and limitations of liability provided herein and under applicable law, Gulf Pacific, the tugs, their owners, charterers, operators, masters, crews, managers, and agents will be liable to the extent required by law up to and including the first $250,000 for all claims, demands, causes of action, liabilities, and costs (including attorneys’ fees) arising out of or related to a single occurrence, or a connected series of occurrences, in connection with any service rendered by Gulf Pacific. Customer understands and agrees that the rates assume the limitation of liability afforded by this limitation of liability clause and that this clause shall not be limited, restricted or in any way affected by the amount of insurance carried by Gulf Pacific.

12. INDEMNITY: All claims, demands, causes of action, liabilities, and costs (including attorney’s fees) exceeding $250,000 that are attributable to the acts or omissions (whether negligent or otherwise) of Gulf Pacific, the tugs, their owners, charterers, operators, masters, crews, managers and agents, or to a tug’s unseaworthiness, and which arise out of, or relate to a single occurrence, or connected series of occurrences, in connection with any service rendered by Gulf Pacific shall be subject to the following indemnity: The ship receiving service, and its owners, operators, managers and agents agree to indemnify, defend and hold harmless Gulf Pacific, the tugs, their owners, charterers, operators, masters, crews, managers, affiliated companies, employees, directors, officers and agents from all claims, demands, causes of action, liabilities and costs (including attorneys’ fees) of every type and character, whether in rem or in personam, which are asserted against them by any person (including, without limitation, employee s of the ship or its owners, operators, managers or agents) for personal injury, illness, or death, or for loss or damage to property of any kind or type as well as oil pollution or the spill of any hazardous substance. The parties intend for this indemnity to apply to all incidents of whatsoever nature, excluding only intentional or willful misconduct within the scope of employment by Gulf Pacific and its employees.

13. NO CONSEQUENTIAL DAMAGES: Gulf Pacific shall not in any event be liable for consequential, indirect, or special damages, including without limitation extra expense, loss of profits, loss of use of property, delay or damages consequential upon loss of use, whether resulting from negligence or breach of this contract by Gulf Pacific or any person, entity or tugs or otherwise and even if the possibility of such damage is or was foreseeable by Gulf Pacific or any person or entity.