Hub Group Singamas Contract


     

    Exhibit
      10.1


    Equipment
      Purchase Contract

    


    This
      Equipment Purchase Contract, together with the exhibits attached hereto (this
      “Contract”) is entered into as of March 8, 2007 by and between Hub City
      Terminals, Inc., located
      at 3050 Highland Parkway Suite 100 Downers Grove, IL 60515, U.S.A. (“Buyer”),
      Singamas Management Services, Ltd., located at P.O. Box 71, Craigmuir Chambers,
      Road Town, Tortola, British Virgin Islands (“Seller”) and, for purposes of
      ARTICLE 11 only, Singamas North America, Inc., located at 2410 Camino Ramon,
      Suite 135, San Ramon, CA 94583 (“Old Seller”).

    


    WHEREAS,
      Buyer and Old Seller entered into that certain Equipment Purchase Contract,
      dated as of March 8, 2006 (the “2006 Purchase Contract”) pursuant to which Buyer
      purchased Containers (as defined hereinafter) from Old Seller;

    


    WHEREAS,
      Old Seller and Seller are corporate affiliates; and

    


    WHEREAS,
      Buyer and Seller desire to enter into this Contract pursuant to which Buyer
      shall purchase Containers from Seller.

    


    Buyer
      and
      Seller agree as follows:

    


    ARTICLE
      1. Specification;
      Equipment; Contract Price; Scheduled Delivery Dates; Pool

    


    (a)  Pursuant
      to ARTICLE 2 of this Contract, Buyer and Seller agree to develop on a joint
      basis the Specification (as defined in ARTICLE 2(a)) for the manufacture of
      the
      steel containers described in Exhibit A (collectively, the “Equipment” and each
      individually, a “Unit” or “Container”).

    


    (b)  Seller
      covenants and agrees to manufacture, at the Singamas plant located at Qingdao,
      China, or at such additional plants as may be approved by Buyer (collectively,
      the “Plant”), the Equipment in accordance with the Specification developed
      pursuant to ARTICLE 2, and shall sell and deliver the Equipment to Buyer at
      Buyer’s depots as set forth in Exhibit A (“Buyer’s Depots”), or to such other
      locations as may be agreed to between Buyer and Seller (collectively, the
“Authorized Delivery Locations”), in accordance with the scheduled delivery
      dates set forth in Exhibit A, as the same may be modified only by mutual
      agreement in writing pursuant to ARTICLE 2(d), 3(b) or 4(a) (as modified,
      the Scheduled Delivery Dates), at Seller’s risk and expense as provided in this
      Contract, all for the consideration
      specified in Exhibit A. The contract price for deliveries of Units during each
      applicable month shall be determined by multiplying the price per Unit purchased
      and delivered during such month (set forth in Exhibit A as the
“Unit
      Price”),
      by the number of Units delivered to Buyer during said month (the
      aggregate price thus computed, the “Contract Price”). Time is of the essence of
      this Contract.

    


    ARTICLE
      2. Specification;
      Prototype; Interpretation; Changes

    


    (a)  On
      or
      before March 10, 2007, Buyer and Seller agree to jointly develop and produce
      design and construction specifications (the “Specification”) for the manufacture
      of the Equipment. The Specification shall satisfy the standards of the
      Association of American Railroads set forth in Exhibit B hereto (as amended
      from
      time to time, the “Standards”). The Specification shall be subject to final
      approval in writing of both Buyer and Seller. The terms and provisions of the
      Specification approved by both Buyer and Seller in writing shall be incorporated
      into this Contract by this reference. Seller agrees that the parts for the
      Equipment will be interchangeable with the parts of the 53 foot containers
      Buyer
      purchased in 2005 and 2006.

    


    (b)  The
      Specification shall define the principal characteristics of the Units of
      Equipment, which at the time of each delivery shall be suitable for commercial
      use in carrying freight in highway and rail transportation. The Specification
      shall be interpreted to accomplish this objective.

    


    (c)  If
      any
      discrepancy, difference or conflict exists between the provisions of this
      Contract and the Specification, then, to the extent of such discrepancy,
      difference or conflict only, the Specification shall be ineffectual and the
      provisions of this Contract shall prevail; but in all other respects, the
      Specification shall be in full force and effect. Any question whether the
      Specification is in conflict with the provisions of this Contract shall be
      brought to the attention of Buyer who shall resolve such conflict or discrepancy
      and give direction in writing to Seller how to proceed, and Seller shall comply
      with such directions. Seller shall not depart from the requirements of the
      Specification without the prior written authorization by Buyer.

    


    (d)  Buyer
      may
      propose a change in the Specification for the Equipment. Within five (5)
      business days after receipt of Buyer’s proposal for a change, Seller shall
      prepare and submit to Buyer an estimate (the “Estimate”) in such detail as Buyer
      may reasonably require, which shall contain (i) a description of the change,
      including any changes to the Specification or in the Equipment, (ii) the net
      increase or decrease in the Unit Price and the Contract Price, and (iii) the
      effect of the change on the Scheduled Delivery Dates. Buyer shall accept or
      reject the Estimate within five (5) business days. If the Estimate is accepted,
      Buyer shall prepare, and Buyer and Seller shall execute, a contract change
      (the
“Contract Change”), which shall contain a description of the change, including
      any changes to the Specification or the Equipment, the effect on the Scheduled
      Delivery Dates and the effect on the Unit Price and the Contract Price. If
      Buyer
      does not notify Seller of Buyer’s acceptance or rejection of any Estimate, or if
      Buyer rejects an Estimate, this Contract and the Specification shall continue
      to
      remain in full force and effect notwithstanding the parties’ failure to agree to
      such Estimate, and the parties’ shall continue to work reasonably and in good
      faith (but shall not be obligated) to reach a mutually acceptable agreement
      with
      respect to such proposed changes.

    


    ARTICLE
      3. Excusable Delay; Extension of Time; Right of Cancellation

    


    (a)  If
      either
      Buyer or Seller is delayed in making or taking delivery of any Unit of Equipment
      as a result of any “Excusable Delay” (as defined in the next
      sentence),
      Buyer
      and Seller shall not be liable for such failure or delay and the Scheduled
      Delivery Dates shall be extended in the event Seller or Buyer shall have given
      written notice to the other party within the time periods specified in ARTICLE
      3(b) of the Excusable Delay (subject however to Buyer’s cancellation rights in
      ARTICLE 3(c)). An “Excusable Delay” as to any party shall mean a delay in the
      delivery of the Equipment caused solely by the other party or by the occurrence
      of an event of delay beyond the control of such party which such party is unable
      to prevent through the exercise of due diligence, which delay is attributable
      to
      (i) acts of God (other than ordinary storms or ordinary inclement weather
      conditions), earthquakes, lightning or flood; (ii) explosions, fire or
      vandalism, provided such explosion, fire or vandalism did not result from the
      gross negligence or willful misconduct of Seller; or (iii) strikes or other
      similar industrial disturbances (not including any strikes or industrial
      disturbances resulting from unilateral changes made by Seller or its affiliated
      companies), riots, insurrections, war, sabotage, blockages or embargoes, and
      epidemics. 

    


    (b)  Upon
      the
      occurrence of an Excusable Delay, written notice shall be given by Seller to
      Buyer within five (5) days (i) after knowledge thereof or (ii) after the date
      on
      which Seller, after reasonably diligent inquiry, should have known of such
      Excusable Delay, whichever is the earlier date. Upon the cessation of any
      Excusable Delay, written notice thereof and of the anticipated effect thereof,
      if any, on the Scheduled Delivery Dates shall be given by Seller to Buyer within
      five (5) days. The failure of Seller to give the required notices within the
      periods specified by this ARTICLE shall constitute a waiver by Seller of its
      right to seek an extension of the Scheduled Delivery Dates. Buyer shall notify
      Seller, within five (5) days after receipt of Seller’s notice, of Buyer’s
      agreement or disagreement with Seller’s claim for extension of the Scheduled
      Delivery Dates. If Buyer and Seller agree on the adjustment of the Scheduled
      Delivery Dates, Buyer shall prepare and Buyer and Seller shall execute a
      Contract Change reflecting such agreement. 

    


    (c)  In
      the
      event that any of the following events shall occur (each a “Cancellation
      Event”), Buyer shall have the right, in addition to any other rights it may have
      under the law or any other provisions of this Contract, to cancel this Contract
      with respect to all remaining undelivered Units of Equipment:

    


    (i)  an
      Excusable Delay shall have occurred and such Excusable Delay shall have
      continued for more than one hundred twenty (120) days; or 

    


    (ii)  Seller
      shall fail to complete the manufacture of any Units and make them available
      for
      inspection by Buyer or Buyer’s Inspectors pursuant to ARTICLES 6(a) and (b), at
      least thirty-five (35) days prior to the respective Scheduled Delivery Dates
      for
      such Units; or 

    


    (iii)  Seller
      shall fail to deliver any Units to Buyer at an Authorized Delivery Location
      pursuant to ARTICLE 7 within sixty (60) days after the respective Scheduled
      Delivery Dates for such Units.

    


    (d)  In
      the
      event of any cancellation of this Contract pursuant to ARTICLE 3(c), Buyer
      shall
      have no liability to Seller for payment of any part of the Contract Price for
      the Units of Equipment which have been cancelled and Seller shall have no
      further liability to Buyer to deliver such Units of Equipment; provided that
      any
      such cancellation shall not terminate any rights that may have accrued to Buyer
      under this Contract prior to cancellation.

    


    ARTICLE
      4. Prototype;
      Inspection and Testing

    


    (a) By
      March
      20, 2007, Seller shall manufacture one prototype Unit of Equipment conforming
      to
      the Specification, this Contract and the Standards (the “Prototype’) and Seller
      shall perform all tests on the Prototype as required to obtain certification
      by
      Buyer’s designated certification and inspection organization (“Buyer’s Survey
      Agency”) and to enable Buyer to determine insofar as is practicable whether the
      Unit of Prototype conforms to the Specification, this Contract and the
      Standards, including without limitation the tests specified in Exhibit C. Seller
      shall bear the expense for inspection and testing of the Prototype. In the
      event
      that, in the sole opinion of Buyer, the Prototype conforms to the Specification,
      this Contract and the Standards, Buyer shall notify Seller that the Prototype
      and Specification are acceptable, the Specification shall not be modified and
      the remaining Units shall be manufactured in accordance with the Specification,
      this Contract and the Standards. In the event that, in the sole opinion of
      Buyer, the Prototype does not conform to the Specification, this Contract or
      the
      Standards, Buyer shall notify Seller in writing as to any deficiencies in the
      Specification and/or the Prototype and Seller shall, at Seller’s expense, (i) in
      respect to any deficiencies in the Specification and/or the Prototype, work
      with
      Buyer to first make any necessary changes to the Specification (which changes
      must be agreed to by Buyer and Seller), and repair or replace the Prototype
      as
      necessary to conform to the Specification as so changed, or (ii) in respect
      to any deficiencies in respect to the Prototype but not the Specification,
      repair or replace the Prototype as necessary to conform to the Specification,
      this Contract and the Standards. Following any repair or replacement of the
      Prototype pursuant to this ARTICLE 4(a), Seller shall perform the tests on
      the
      repaired or replaced Prototype pursuant to this ARTICLE 4(a), and Buyer shall
      be
      entitled to the same rights under this ARTICLE 4(a) in respect to the repaired
      or replaced prototype as the original Prototype.

    


    (b) Within
      fifteen (15) days after confirmation by Buyer that the Prototype conforms to
      the
      Specification, this Contract and the Standards pursuant to ARTICLE 4(a), but
      in
      any event no later than thirty (30) days prior to commencement of production
      of
      the Equipment, Seller shall submit to Buyer four (4) copies of the final
      Specification for the Equipment being purchased under this Contract, consisting
      of the original Specification and any changes pursuant to ARTICLE 2(d) or 4(a).
      The final Specification shall be identified by number and dated, and shall
      include: the Seller’s production model number, list and copies of applicable
      working drawings with drawing number, a general arrangement drawing of the
      Equipment, and a marking drawing for production. Seller shall deliver the final
      Specification and working drawings to Buyer not less than thirty (30) days
      prior
      to commencement of production.

    


    ARTICLE
      5. Work and Materials; Subcontracting; Production Schedule; Inspection and
      Tests

    


    (a) All
      work
      performed on the Equipment shall be in accordance with good commercial practice
      and all material, supplies and equipment incorporated in the Equipment shall
      be
      new, suitable and of the best quality for the service intended. Seller agrees
      that the standards, test and quality control procedures used in the manufacture
      of the Equipment shall at least equal those demonstrated to Buyer during any
      inspection of the Plant by Buyer, or if Buyer shall not have inspected any
      such
      Plant, then at least equal to those extended or warranted by Seller to its
      other
      customers in the United States. Seller agrees that Buyer’s inspectors or agents
      shall be allowed access to the Plant to witness production and quality control
      at all reasonable times.

    


    (b) Seller
      shall not subcontract its obligations under this Contract to manufacture the
      Equipment without the prior written approval of Buyer. In the event that Seller
      desires to subcontract the manufacturing obligations, Seller shall advise Buyer
      of the name of the proposed subcontractor at least thirty (30) days in advance
      of any initial production and shall provide Buyer with such other information
      about the proposed subcontractor as Buyer may reasonably request. If a
      subcontractor of the Equipment is consented to under this ARTICLE, such
      subcontractor shall be deemed included within the term “Seller” in this Contract
      and Seller and such subcontractor shall be jointly and severally liable for
      any
      and all obligations of Seller and such subcontractor under this Contract, but
      Buyer shall not be required to respond or look to, or deal with, such
      subcontractor and shall be entitled to respond or look only to, and deal only
      with, the original Seller named in this Contract with respect to the performance
      and enforcement of Seller’s and such subcontractor’s obligations and rights
      under this Contract.

    


    (c) All
      Equipment and all workmanship, materials, supplies and equipment incorporated
      therein shall be subject to inspection and tests by Buyer, Buyer’s Survey Agency
      and other inspectors (collectively “Buyer’s Inspectors”) at any reasonable time
      during manufacturing at the Plant. All Equipment, materials, supplies,
      workmanship and equipment not conforming to the requirements of the
      Specification, this Contract and the Standards shall not be permitted, without
      Buyer’s written agreement and approval in its sole discretion. 

    


    ARTICLE
      6. Technical
      Acceptance

    


    (a)  Seller
      will inform Buyer in writing ten (10) days before the date on which Seller
      believes the units will be ready for Buyer’s Inspectors.

    


    (b)  Following
      completion of the manufacture of each Unit at the Plant, Seller shall notify
      Buyer in writing of such completion and Seller shall arrange to allow Buyer’s
      Inspectors to undertake an initial inspection of such Unit to determine whether
      such Unit is in conformance with the Specification, this Contract and the
      Standards.

    


    (c)  If
      Buyer’s Inspectors shall determine that a Unit is in conformance with the
      Specification, this Contract and the Standards following the initial inspection
      at the Plant pursuant to ARTICLE 6(a), Buyer’s Inspectors shall issue and
      deliver to Seller and Buyer a certification in the form attached hereto as
      Exhibit D (the “Inspection Certificate”), or otherwise confirm that in the
      opinion of Buyer’s Inspectors, the Units of Equipment identified therein comply
      with the Specification, this Contract and the Standards.
      If
Buyer’s
      Inspectors determine that the Equipment is not in conformance with the
      Specification, this
      Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of
      their determination in writing, and shall identify any non-conformities, and
      Seller shall promptly repair or replace any non-conforming Units with conforming
      Units, which will then be subject to further inspection pursuant to ARTICLES
      6(a), (b) and (c). 

    


    (d)  Unless
      otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or
      materials, supplies and equipment thereof, in a test shall, at Buyer’s option,
      be considered the failure of each Unit in the same production series. Seller
      shall bear all costs to test, correct or replace such Units. Seller shall
      promptly correct or replace all rejected Equipment, and materials, supplies
      and
      equipment related thereto, such correction and replacement to be to the
      satisfaction of and without cost to Buyer.

    


    (e)  Buyer
      shall pay the cost of Buyer’s Inspectors under this Contract, other than for the
      costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in
      the
      next sentence, which costs shall be paid by Seller. If Buyer’s Inspectors
      determine that a Unit of Equipment fails to conform to the requirements of
      the
      Specification, this Contract, or the Standards, the costs and charges of the
      original tests, any additional tests and work and materials in connection with
      the correction and/or replacement of the Equipment shall be paid by
      Seller.

    


    ARTICLE
      7. Delivery
      of Equipment

    


    (a) Following
      the manufacture of Units and technical acceptance thereof by Buyer pursuant
      to
      ARTICLE 6(c), Seller shall ship such Units to the Authorized Delivery
      Location for delivery to Buyer (or Buyer’s assignee if Buyer shall have assigned
      its rights under this Contract in respect to such Units of Equipment).
      Notwithstanding anything to the contrary contained in this Contract, title
      to
      each of the Units to be delivered to Buyer (or its assignee) at the Authorized
      Delivery Location shall transfer to Buyer (or its assignee) automatically and
      without further action at such time as each such Unit first crosses 125 degrees
      west longitude, and in any event immediately prior to the time the vessel
      carrying such Units leaves international waters and enters the territorial
      waters of the United States of America or of any state thereof. Subject to
      the
      terms of this ARTICLE 7, Seller shall transfer physical possession of the Units
      to Buyer (or its assignee) at the Authorized Delivery location by the applicable
      Scheduled Delivery Date (Units so transferred, the “Delivered Units”).


    


    (b) Following
      arrival of any Units described in ARTICLE 7(a) at the Authorized Delivery
      Location, Buyer shall have an opportunity to re-examine such Units to determine
      that they still conform to the Specification, this Contract and the Standards.
      If such inspection does not disclose any damages to any of the Units, an
      Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Units
      from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the
      Authorized Delivery Location. Damage occurring prior to and during the lifting
      of any Delivered Units onto a chassis shall be Seller’s
      responsibility.

    



      (c) For
        Units which are delivered to an Authorized Delivery Location in apparent
        good
        order, Buyer’s agent shall issue an EIR for each Delivered Unit with the
        notation “Delivered in apparent good order.” All Delivered Units shall be
        considered delivered upon the earlier of (i) the execution of the EIR by
        Buyer’s agent, or (ii) the date payment of the Contract Price for such
        Units is due and payable pursuant to ARTICLE 11 below, at which time risk
        for
        such Units of accepted Units of Equipment shall pass to Buyer (or Buyer’s
        assignee if Buyer shall have assigned its rights under this Contract in respect
        to such Units of Equipment).


     

    (d) If,
      upon
      arrival of any Units at an Authorized Delivery Location, Buyer or Buyer’s
      Inspectors determine that any of the Units are damaged, Buyer will report such
      damage to Seller immediately and notify such damage to the terminal and Seller
      will repair or replace any damaged Units pursuant to ARTICLE 7(f). In the
      event Seller chooses or is required to replace any damaged Unit under this
      Contract, the prior transfer of title to such damaged Unit pursuant to clause
      (a) hereof shall be rescinded and title to such damaged Unit shall automatically
      revert to Seller without any recourse to, or warranty of, Buyer. In such case,
      Buyer shall have not right, title or interest of any kind to any damaged Unit
      to
      be replaced by Seller pursuant to this clause (d). 

    


    (e) Notwithstanding
      the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for
      such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers
      that
      any such Delivered Unit was damaged or otherwise did not conform to the
      Specification, this Contract and the Standards at the time it was delivered
      by
      Seller and Buyer notifies Seller within thirty (30) days following such
      delivery, Seller, at its sole cost and expense, shall promptly repair or replace
      such Delivered Unit. Upon a determination pursuant to clause (f) hereof that
      a
      Unit is non-repairable and, therefore must be replaced, the prior transfer
      of
      title to such Unit shall be rescinded and title shall automatically revert
      to
      Seller, without any recourse to, or warranty of, Buyer. In such case, Buyer
      shall have no right, title or interest of any kind to any damaged Unit to be
      replaced by Seller pursuant to this clause (e).

    


    (f) In
      respect to any Units that Seller is obligated to repair or replace pursuant
      to
      this ARTICLE 7, if the estimated cost of the repair of any Unit in the
      reasonable determination of Buyer is over the Damage Threshold specified in
      Exhibit A (the “Damage Threshold”), such Unit shall be considered non-repairable
      and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit
      that conforms to the Specification, this Contract and the Standards. If the
      estimated cost of the repair of any such Unit in the reasonable determination
      of
      Buyer is not greater than the Damage Threshold, Seller will arrange the repair
      of such Unit at Seller’s expense or Seller will reimburse the repair amount to
      Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete
      the repair. The repair shall be accomplished in accordance with the latest
      Institute of International Container Lessors (“IICL”) repair guide. Buyer
      acknowledges that the Equipment cannot be sent back to Seller’s plant in China;
      therefore, both parties agree to use their best efforts to settle the damage
      issues at the Authorized Delivery Location. Seller shall be responsible to
      pay
      all costs for the repair, which shall include the costs of inspection,
      estimation, transportation (including mounting repaired Equipment on chassis
      and
      making same available for interchange to Buyer’s motor carrier or drayman at a
      location reasonably acceptable to Buyer), and repair of, and any other costs
      with respect to the repair of (including chassis costs), the
      Equipment.

    


    (g) Subject
      to ARTICLE 7(h), Seller will provide free storage after discharge of the
      Equipment from the ship at the
      destination location of Southern
      California in accordance with the terminal’s standard free storage days. The
      Buyer shall pay charges for all additional storage after these standard free
      storage days.
      Buyer
      will pay such additional storage charges via wire transfer within ten (10)
      days
      of Buyer’s receipt of invoice from Seller. The additional storage charge shall
      be as per the terminal’s standard tariff. Should Buyer be unable to pickup the
      Equipment at the destination location due to an event caused solely by Seller
      or
      by the occurrence of an event of delay beyond the control of Buyer which Buyer
      is unable to prevent through the exercise of due diligence, which delay is
      attributable to (i) acts of God (other than ordinary storms or ordinary
      inclement weather conditions), earthquakes, lightning or flood; (ii) explosions,
      fire or vandalism, provided such explosion, fire or vandalism did not result
      from the gross negligence or willful misconduct of Seller; or (iii) strikes
      or
      other similar industrial disturbances (not including any strikes or industrial
      disturbances resulting from unilateral changes made by Seller or its affiliated
      companies), riots, insurrections, war, sabotage, blockages or embargoes, and
      epidemics, then the parties agree to confer and share equally the additional
      storage expense.

    



      (h) Notwithstanding
        anything contained in ARTICLE 7(g), if
        the
        Authorized Delivery Location is
        other
        than
        Southern
        California for the delivery of any Equipment, Buyer and Seller acknowledge
        that
Seller
        may not
        be able to obtain twelve (12) calendar days of free storage for Equipment
        at
        such other Authorized
        Delivery
        Locations. Accordingly, for any Equipment delivered to Authorized
        Delivery
        Locations other than Southern
        California, Buyer and Seller agree to negotiate the number of free storage
        days
        for Equipment at such other Authorized
        Delivery
        Locations, and Buyer shall be responsible
        for
        any storage in excess of such free storage pursuant to the payment provisions
        of
        ARTICLE 7(g) above.


     

    (i) At
      the
      end of each calendar month during which Units of Equipment have been discharged
      at port, Seller shall complete a report in respect to Units of Equipment
      delivered during such month in the form set forth in Exhibit E or in a form
      reasonably acceptable to Buyer, and deliver it by facsimile by the third working
      day of the succeeding month to Buyer at Buyer’s address specified in
      ARTICLE 17.

     

    8.
      Reserved 

    


     

    


    9.
      SCHEDULED DELIVERY DATES

    


    Seller
      shall deliver the Equipment to the Buyer as set forth in Exhibit A,

    in
      accordance with the Scheduled Delivery Dates set forth in Exhibit A, at Seller’s
      risk and expense as provided in this Contract, all for the consideration as
      specified in Exhibit A. 

    Buyer
      and
      Seller agree that Seller shall deliver to Buyer 500 units during each of the
      following months: May 2007, June 2007, July 2007 and August 2007. 

    


    Buyer
      will arrange the necessary chassis to the discharging terminal for stevedoring,
      and all necessary arrangement shall be as per discussion between terminal and
      Buyer, Seller will inform the terminal contacts in advance.

    


    10.
      Reserved 

    


     

    ARTICLE
      11. 
      Payment of the Contract Prices

    


    (a) Payment
      of the Contract Price for Units of Equipment which are purchased by Buyer under
      this Contract shall be made in U.S. Dollars by wire transfer of immediately
      available funds as follows:
      

    


      (i)
      an
      amount equal to the Contract Price set forth in Exhibit A shall be paid to
      Seller’s account specified by Seller in writing;

    


    (ii)
      The
      balance of funds held by the The Bank of New York Trust Company, N.A (“Escrow
      Agent”) pursuant to that certain Escrow Agreement, dated as of April 10, 2006,
      by and among Buyer, Old Seller, and the Escrow Agent (the “2006 Escrow
      Agreement”) at any given time shall be referred to herein as the “Escrow Fund.”
Buyer, Old Seller, Seller and Escrow Agent are concurrently entering into an
      Amendment to Escrow Agreement (the “Escrow Amendment”) in substantially in the
      form attached hereto as Exhibit F pursuant to which the Escrow Fund shall be
      made applicable to this Contract as well as the 2006 Purchase Contract. The
      2006
      Escrow Agreement, as amended by the Escrow Amendment, shall constitute the
      Escrow Agreement. The Escrow Fund shall be disbursed in accordance with the
      terms of the Escrow Agreement. 

    



      (iii)
        Buyer shall make the payments specified in (i) above within ten (10) days
        following the completed discharge and Buyer’s acceptance of Equipment at the
        Authorized Delivery Location specified on Exhibit A (as evidenced by delivery
        of
        an EIR or
        other
        confirmation
        for such
        Units showing delivery in good order in accordance with this Contract),
        and Seller’s presentation of the following documents to the Buyer for each
        Delivered Unit of accepted Equipment:


     

    
      	(i)  	
              Copy
                of Commercial Invoice;

            


    

    


    
      	(ii)  	
              Copy
                of Bill of Lading; 

            


    

     

    
      	(iii)  	
              Inspection
                certificate issued by Buyer’s inspectors; and;

            


    

     

    
      	(iv)  	
              Title
                to the Units.

            


    

     

    


    (b) In
      the
      event that Buyer fails to make payment within the ten (10) day deadline set
      forth in ARTICLE 11(a) above (the “Payment Deadline”) in respect to any
      Containers which are accepted by Buyer, the Buyer originally named in this
      Contract (i.e., Hub City Terminals, Inc.) shall be obligated to pay to Seller
      in
      accordance with ARTICLE 11(a)(i) an additional amount equal to the Late Payment
      Obligation set forth in Exhibit A for each calendar day beyond the Payment
      Deadline that payment in respect to any such Containers is not
      paid.

    


    (c)
       Buyer
      will have 10 days from the date the Units are discharged at an Authorized
      Delivery Location and made available to Buyer to complete any initial inspection
      desired by Buyer. Buyer will note to Seller in writing any defects in the Units
      within such 10 day period and if Buyer fails to note to Seller any defects
      in
      writing with respect to these Units within such 10 day period these Units will
      be deemed to be in acceptable condition upon initial delivery. Nothing in the
      foregoing sentences shall in any way limit Buyer’s other rights under this
      Agreement, including, without limitation, Buyer’s rights under Section 7(e) and
      Section 13.

    


    ARTICLE
      12. Customs
      Charges, Taxes and Delivery Costs

    


    Seller
      shall pay all fees, taxes and delivery charges (including sales, value added,
      income (including U. S. income taxes, gross receipts and similar taxes) payable
      in connection with the manufacture, transportation, exportation, importation,
      delivery and sale of the Equipment including those imposed or assessed by or
      in
      the countries (including states or provinces and other local taxing authorities)
      of origin, manufacture, sale and delivery, except that Buyer shall pay any
      charges for the costs, if applicable, of customs clearance, and duties to the
      United States of America and sales taxes imposed by the United States and any
      state or local taxing authority in the United States. In addition to the
      foregoing Seller payment obligations, Seller shall be responsible to pay all
      taxes imposed in manufacturing country and delivery costs. Seller requires
      that
      Buyer use the Equipment in interstate or foreign commerce. When Seller delivers
      the Equipment to Buyer at Buyer’s Authorized Delivery Location, Buyer intends to
      cause the Equipment to be loaded with freight for transportation in a continuous
      movement to a destination outside California. 

    


    ARTICLE
      13. Warranty

    


    (a) Work
      and Material

    


    (i) Seller
      warrants and represents that the Equipment will be free from defects in material
      and workmanship. Notwithstanding anything contained in this contract to the
      contrary, if at any time from delivery of the Equipment to and acceptance
      thereof by Buyer to the expiration of five (5) years after delivery and Buyer’s
      acceptance, any weakness, deficiency, defect, or breaking down (other than
      repairs necessitated solely as a result of ordinary wear and tear), of the
      Equipment sold to Buyer under this Contract (an “Equipment Defect”) other than
      (i) that caused by the negligence or other improper act of anyone other than
      Seller or Seller’s subcontractor, or (ii) as specified in
      ARTICLE 13(a)(ii), shall be discovered and reported by Buyer (or by an
      independent surveyor as provided ARTICLE 13(b)(ii) below), such Equipment Defect
      shall be corrected by Seller to the satisfaction of Buyer in accordance with
      the
      procedure described in ARTICLE 13(b).

    


    (ii) Seller
      also warrants and represents that the paint and finish on the Equipment and
      on
      the components thereof will be free from coating failures or other defects
      which
      result in rust, corrosion, peeling paint or non-adhesion of paint or other
      coating materials to the surface of the Equipment (collectively, a “Paint
      Defect”). Notwithstanding anything contained in this contract to the contrary,
      if at any time from and after delivery of the Equipment to Buyer to the
      expiration of five (5) years after delivery, any Paint Defect in the Equipment
      sold to Buyer under this Contract, other than that caused by the negligence
      or
      other improper act of anyone other than Seller or Seller’s subcontractors, shall
      be discovered and reported by Buyer (or by an independent surveyor as provided
      in ARTICLE 13(b)(ii)), such Paint Defect shall be corrected by Seller to the
      satisfaction of Buyer in accordance with the procedures described in ARTICLE
      13(b), provided that the foregoing shall not apply to repairs necessitated
      solely as a result of ordinary wear and tear.

    


    (b) Within
      fifteen (15) days after receipt of written notice from Buyer of a claim for
      an
      Equipment Defect or a Paint Defect (collectively, a “Warranty Defect”), Seller
      shall either:

    


    (i) arrange
      for repairs or replacement of the Warranty Defect directly, using Seller’s own
      employees or contractors. Seller shall notify Buyer within such fifteen (15)
      days period of the arrangement made, and such repairs or replacement shall
      commence promptly and be concluded promptly; or

    


    (ii) notify
      Buyer that Seller disputes the claim of a Warranty Defect. If a dispute about
      a
      Warranty Defect is not resolved within ten (10) days after delivery of such
      notice, Seller shall request Buyer to cause a survey of the Equipment to be
      conducted by, at Buyer’s option, Bureau Veritas, American Bureau of Shipping,
      Lloyd’s Registry or other recognized authority reasonably acceptable to the
      parties, whose decision as to the validity of the claim of Warranty Defect
      shall
      be binding. If the claim is found to be a Warranty Defect, Seller shall pay
      for
      the cost of the survey and shall arrange for repairs or replacement in
      accordance with ARTICLE 13(b)(i) within five (5) days of the issuance of such
      decision. If the claim is found not to be a Warranty Defect, Buyer shall pay
      the
      cost of survey. Warranty repairs shall be completed by Seller within 90
      days.

    (c) In
      the
      event Seller fails to take action as described in ARTICLE 13(b)(i) or (ii)
      within the time specified, Buyer, may, but shall not be required to, obtain
      estimates from independent repair contractors as to the cost of repairing the
      Warranty Defects and restoring the Equipment to conform to the requirements
      of
      this Contract, as well as estimates of those costs set forth in ARTICLE 13(d)
      below. If Buyer elects to obtain such estimates, Buyer shall submit each
      estimate to Seller within a reasonable time after receipt by Buyer. Such
      estimates shall conclusively determine the costs incurred by Buyer in connection
      with such Warranty Defects, and Seller shall pay the amount thereof to Buyer
      within thirty (30) days after receipt of each estimate by Seller. If Seller
      has
      not paid Buyer such amount within thirty (30) days after receipt of an estimate
      by Seller, Buyer may withdraw from the Escrow Fund in accordance with the terms
      of the Escrow Agreement an amount equal to (i) the amount of such estimate
      plus
      (ii) any amounts payable pursuant to ARTICLE 13(d). Buyer, at Buyer’s option,
      may use any money paid to Buyer pursuant to this ARTICLE 13(c) or ARTICLE 13(d)
      to reimburse Buyer for the cost of performing the work itself or may contract
      with a third party to have the work performed.

    


    (d) In
      addition to the direct costs of repair described in ARTICLE 13(b), Seller shall
      also pay and /or reimburse Buyer for all costs incurred by Buyer relating to
      repair of such Warranty Defects, including but not limited to, transportation,
      mounting on and dismounting from chassis, chassis use costs, inspection and
      re-inspection, and costs of materials and labor.

    



      (e) Neither
        the inspection or testing as provided in ARTICLE 5, nor technical acceptance
        or
        final acceptance of the Equipment as described
        in ARTICLE 6, nor the issuance of an Inspection Certificate
        or
        an
        EIR,
        as
        described in ARTICLE 6 or 7, nor approval of Seller’s designs and the
        Specification for the Equipment
        by
        Buyer nor any other course of conduct by Buyer shall be deemed to diminish,
        waive or modify any of Buyer’s rights or remedies under this ARTICLE
        13.


    


    ARTICLE
      14. Patent,
      Copyright, Trademarks and Trade Secret Warranty; Infringement

    


    Seller
      warrants that the Equipment will not infringe the patent, copyright, trademark
      and trade secret rights of any third party. Seller shall defend, indemnify
      and
      save harmless Buyer and its affiliates, agents, contractors, servants or
      employees from and against all loss, cost, liability and claims, plus attorneys’
fees, resulting from any claim that the Equipment, or any material used in
      the
      construction of the Equipment or incorporated in the Equipment by Seller,
      infringes any United States or foreign patent, copyright, trademark or trade
      secret rights. If the Equipment or any material incorporated in the Equipment
      by
      Seller shall be held by a court having jurisdiction to constitute such an
      infringement and the use thereof shall be enjoined, Seller shall procure for
      Buyer at Seller’s expense (i) the right to continue using the Equipment with any
      such infringement, (ii) replace infringing material with non-infringing material
      having equal or better utility, function and value, or (iii) modify the
      Equipment so it becomes non-infringing, as may be required to eliminate all
      problems of infringement while maintaining the same or better utility, function
      or value. Prompt written notice of the assertion of any claim or the bringing
      of
      any suit shall be given by Buyer to Seller, and thirty (30) days shall be given
      to Seller from giving of such notice to settle or defend it as Seller may see
      fit provided Seller provides Buyer with an acceptable indemnity in Buyer’s
      discretion. Buyer, at Seller’s expense, shall provide every reasonable
      assistance in settling or defending such claim or suit. If, at the end of thirty
      (30) days, Seller fails to effect such settlement or defense, Buyer may
      undertake settlement or defense as it sees fit, with full reimbursement for
      damages, costs and attorneys’ fees as herein provided. 

    


    ARTICLE
      15. Seller’s
      Default

    


    (a) Each
      of
      the following shall constitute an act of default by Seller under this Contract
      (a “Seller Default”):

    


    (i) The
      failure of Seller to manufacture the Equipment with such diligence and in such
      manner as required by this Contract and the Specification and/or the Standards
      as will enable it to complete the delivery of the Units in accordance with
      the
      Scheduled Delivery Dates, except and to the extent that such failure is due
      to
      one or more Excusable Delays, which default continues un-remedied for a period
      of thirty (30) days after written notice to Seller thereof;

    


    (ii) If
      due to
      the failure of Seller to perform its obligations hereunder the Units of
      Equipment scheduled for delivery in any month pursuant to the Scheduled Delivery
      Dates have not been delivered within sixty (60) days after the end of the
      month;

    


    (iii) Seller
      fails to repair or replace a Warranty Defect as provided in ARTICLE
      13;

    


    (iv) Any
      other
      material default by Seller to perform or satisfy its obligations and conditions
      under this Contract, which default continues un-remedied for a period of thirty
      (30) days after written notice to Seller thereof;

    


    (v) Any
      breach of any warranty by Seller; or

    


    (vi) Seller
      or
      any affiliate involved in the manufacturing of the Equipment (“Key Affiliate”)
      is dissolved or makes a general assignment for the benefit of its creditors;
      a
      receiver or custodian of any kind whatsoever is appointed, whether or not
      appointed in bankruptcy, common law or equity proceedings, whether temporary
      or
      permanent, for a substantial portion of the property of Seller or a Key
      Affiliate; Seller or a Key Affiliate files a petition for relief under any
      chapter of the U.S. Bankruptcy Code or similar law; a petition for relief is
      filed against Seller or a Key Affiliate and such petition is not dismissed
      by
      the court within sixty (60) days after the date on which such petition was
      filed; the admission by Seller or a Key Affiliate in writing of its inability
      to
      pay debts generally as they become due; the failure of Seller or a Key Affiliate
      generally to pay its debts as they become due; or if Seller fails to assume
      this
      Contract within thirty (30) days after the filing of a petition by or against
      Seller under the U.S. Bankruptcy Code or similar law.

    


    (b) Right
      to Terminate

    


    In
      the
      event that a Seller Default shall occur, at Buyer’s option, Buyer may elect to
      cancel this Contract. 

    


    (c) Additional
      Remedies

    


    The
      rights conferred upon Buyer under the terms of this ARTICLE 15 shall not be
      exclusive of any other remedies in law or equity, which might be otherwise
      available to Buyer (including all rights and remedies of Buyer under the Uniform
      Commercial Code) upon the happening of a Seller Default. The failure of Buyer
      to
      exercise any of the rights conferred upon it in this ARTICLE 15 with respect
      to
      a Seller Default shall not constitute a waiver of any rights of Buyer with
      respect to any other Seller Default under this Contract.

    


    ARTICLE
      16. Buyer’s
      Default; Actions by Seller upon Buyer Default

    


    (a) Buyer
      Default

    


    The
      following shall constitute an act of default by Buyer under this Contract (a
      “Buyer Default”): Failure by Buyer to make any proper payment to Seller required
      under the provisions of this Contract which failure continues unremedied for
      a
      period of thirty (30) days after written notice to Buyer thereof.

    


    (b) Rights
      to Stop Work and to Terminate

    


    In
      the
      event that a Buyer Default shall have occurred and be continuing, Seller, if
      it
      is not in default in the performance of any of its obligations under this
      Contract, (i) shall have, upon prior written notice to Buyer, the right to
      slow
      or to stop production of Units, and the Scheduled Delivery Dates as provided
      in
      ARTICLE 9 shall, without prejudice to Seller’s right to recover damages
      therefor, be extended by additional time equal to the period of the continuance
      of such Buyer Default, and (ii) if such Buyer Default shall continue for more
      than thirty (30) days after written notice thereof by Seller to Buyer, Seller
      may, without prejudice to its rights to recover damages therefor from Buyer,
      terminate this Contract as to the undelivered Units of Equipment by written
      notice to Buyer.

    


    (c) Alternative
      Remedies

    


    The
      right
      conferred upon Seller under the terms of this ARTICLE 16 shall not be exclusive
      of any other remedies in law or equity, which might be otherwise available
      to
      Seller upon the happening of a Buyer Default. The failure of Seller to exercise
      any of the rights conferred upon it in this ARTICLE with respect to a Buyer
      Default shall not constitute a waiver of any right of Seller with respect to
      any
      other Buyer Default under this Contract.

    ARTICLE
      17. Notices

    


    Until
      Seller shall designate otherwise in writing to Buyer, all notices under this
      Contract directed to Seller shall be in writing and shall be (i) personally
      delivered to Seller or (ii) mailed by first class certified mail, return receipt
      requested, postage prepaid, or delivered by facsimile, with confirmation of
      receipt requested, to the following address:

    


    Singamas
      Management
      Services, Ltd.

    Andy
      Chan/Vice President of Marketing 

    c/o
      19/F., Dah Sing Financial Centre,

    108
      Gloucester Road

    Hong
      Kong

    British
      Virgin Islands

    Facsimile
      Number: 852-2598-7847

    Until
      Buyer shall hereafter designate otherwise in writing to Seller, all notices
      under this Contact directed to Buyer shall be in writing and shall be (i)
      personally delivered to Buyer’s CFO (“Buyer’s Authorized Representative”) at the
      address specified below or (ii) mailed by first class certified mail, return
      receipt requested, postage prepaid, or delivered by facsimile, with confirmation
      of receipt requested, to the following address:

    


    
      	
              Hub
                Group, Inc.

            	
              And

            	
              Hub
                Group, Inc.

            
	
              Attn:
                CFO

            	 	
              Attn:
                General Counsel

            
	
              3050
                Highland Parkway

            	 	
              3050
                Highland Parkway

            
	
              Suite
                100

            	 	
              Suite
                100

            
	
              Downers
                Grove, IL 60515

            	 	
              Downers
                Grove, IL 60515

            
	
              Facsimile
                Number 630-964-6475

            	 	
              Facsimile
                Number 630-964-6475

            


    

    


    All
      notices given pursuant to this ARTICLE shall be deemed to have been received
      on
      the date of delivery if delivered in person, upon acknowledgment thereof if
      delivered by facsimile, or on the fifth day after the date of mailing by U.S.
      registered mail, return receipt requested if mailed and the sender has received
      the return receipt with notation thereon of delivery.

    


    ARTICLE
      18. Assignment

    


    (a) This
      Contract shall not be assigned by either party without the written consent
      of
      the other party, which consent shall not be withheld unreasonably except that
      Buyer may, without the consent of Seller, assign this Contract to (i) any
      affiliate of Buyer or (ii) one or more financial institutions that provide
      or
      arrange for the financing of the Equipment for the benefit of Buyer or an
      affiliate of Buyer, whether structured as a secured loan, finance lease or
      lease
      purchase; provided that in the case of any such assignment Buyer shall remain
      bound and liable to Seller for Buyer’s obligations under this Contract. Seller
      will upon request of Buyer cooperate in effecting any assignment authorized
      pursuant to this ARTICLE 18 and will execute any agreements or other instruments
      (including, without limitation, any supplement or amendment to or novation
      of
      this Contract) that may be required in order to give effect to or perfect any
      such assignment.

    


    (b) Notwithstanding
      any assignment by Buyer to a financial institution pursuant to clause (ii)
      of
      paragraph (a) of this ARTICLE 18, the Buyer originally named in this Contract
      (i.e., Hub City Terminals, Inc.), and not any such financial institution, shall
      remain solely responsible for any Late Payment Obligation under ARTICLE 11
      above.

    


    


    ARTICLE
      19. Miscellaneous
      

    


    The
      validity, interpretation and performance of this Contract shall be determined
      in
      accordance with the laws of the State of California, USA, without application
      of
      its conflicts of laws principles.

    


    Jurisdiction.
      Any dispute in any manner relating to the foregoing shall be resolved by final
      and binding arbitration under the rules of the American Arbitration Association.
      The arbitral award may be enforced in any court with jurisdiction over the
      person or the property of the person against whom enforcement is sought;
      provided, however, that with respect to any suit, action or proceeding relating
      to this Contract, each party hereto irrevocably submits to the exclusive
      jurisdiction of the courts of the State of Illinois and the United States
      District Court for the Northern District of Illinois. Service of process in
      any
      such arbitration may be served in the same manner as notices are required to
      be
      served under Article 17 of this Contract.

    


    Counterparts.
      This Contract may be executed by the parties hereto in separate counterparts,
      each of which when so executed and delivered shall be an original, but all
      such
      counterparts shall together constitute but one and the same
      instrument.

    


    Amendments,
      Etc.; Entire Agreement. This Contract contains the entire agreement of the
      parties with respect to the subject matter hereof, and supersedes all prior
      agreements and understandings between the parties, whether written or oral.
      This
      contract or any of the terms hereof may not be terminated, amended,
      supplemented, waived or modified orally, but only by a written instrument which
      purports to terminate, amend, supplement, waive or modify this Contract, or
      any
      of the terms hereof, signed by the party against which the enforcement of the
      termination, amendment, supplement, waiver or modification is
      sought.

    


    Severability
      of Provisions. Any provision of this Contract which is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.

    


    Headings,
      Etc. The headings used herein are for convenience of reference only and shall
      not define or limit any of the terms or provisions hereof.

    


    Further
      Assurances. Seller and Buyer shall do and perform such further acts and execute
      and deliver such further instruments as may be required by applicable law or
      reasonably requested by either party to carry out and effectuate the purposes
      of
      this Contract.

    


    Survival.
      The representations, warranties, covenants and indemnities of the parties
      contained in this Contract shall survive execution and delivery of this
      Contract.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Buyer
      and
      Seller have caused this Contract to be executed in two counterparts as of the
      date 

    and
      year
      written

    


    
      	
              Hub
                City Terminals, Inc.

            	
              Singamas
                Management Services, Ltd.

            
	
              As
                Buyer 

            	
              As
                Seller

            
	 	 
	
              By:
                /s/ David P. Yeager

            	
              By:
                /s/ Andy Chan

            
	 	 
	
              Name:
                David P. Yeager

            	
              Name: Andy
                Chan

            
	 	 
	
              Title:
                CEO

            	
              Title:
                Vice President of Marketing

            


    

    


    


    


    FOR
      ARTICLE 11 ONLY:

    


    
      	
              Singamas
                North America, Inc.

            
	
              As
                Old Seller

            
	 
	
              By:
                /s/ Young Man Kwak

            
	 
	
              Name:
                Young Man Kwak

            
	 
	
              Title:
                Representative