COMPROMISE AGREEMENT 

FMC File No. 17098(4) 

This Compromise Agreement (this “Agreement”) is entered into between: 

(1) The Federal Maritime Commission, hereinafter referred to as Commission, 

(2) Wallenius Wilhelmsen Logistics AS, hereinafter referred to as WWL, and 

(3) EUKOR Car Carriers, Inc., hereinafter referred to as EUKOR, and referred to 

collectively with WWL as Respondents. 

WHEREAS, the Commission is considering the initiation of an assessment proceeding 

against Respondents for the recovery of civil penalties for alleged violations of the Shipping Act of 

1984 (“Shipping Act”), including but not limited to: section 10(a)(2), 46 U.S.C. § 41102(b); section 

10(b)(2), 46 U.S.C. § 41104(2); section 10(b)(10), 46 U.S.C. § 41104(10); section 10(b)(13), 46 

U.S.C. § 41103(a); section 10(c), 46 U.S.C. § 41105; and, section 8(c), 46 U.S.C. § 40502(b) (the 

“Proceedings”); and 

WHEREAS, such a Proceeding would be based on the Commission’s position that 

Respondents, acting individually or through certain agents, including Wallenius Wilhelmsen 

Logistics Americas LLC, engaged in certain practices in violation of the Shipping Act, to wit: 

(a)	 Between at least the beginning of the applicable statute of 

limitations period and September 6, 2012, Respondents 

knowingly and willfully violated the Shipping Act by acting in 

concert with other ocean common carriers to operate under an 

agreement(s) with respect to the shipment of automobiles and 

other motorized vehicles by RO/RO or specialized car carrier 

vessels in various U.S. import and export trades, where such 

agreement(s) have not been filed with the Commission or 

become effective under the Shipping Act. 

(b)	 Between at least the beginning of the applicable statute of 

limitations period and May 2, 2016, Respondents violated the 

Shipping Act by participating under certain space charter 

agreements with other operators of RO/RO vessels, which 

agreements had not been validly filed with the Commission, or 

pursuant to agreements which were not yet effective under the 

Shipping Act. 

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(c)	 Between at least the beginning of the applicable statute of 

limitations period and December 31, 2013, EUKOR violated the 

Shipping Act by providing service and operating pursuant to 

certain service contracts which had not been filed as required 

(referred to collectively with subparagraphs (a) and (b) as the 

“Alleged Violations”). 

WHEREAS, Respondents do not admit that they have violated the Shipping Act; and 

WHEREAS, the Commission is authorized under section 13(c) of the Shipping Act, 46 

U.S.C. § 41109(a), and Subpart W of the Commission's Rules of Practice and Procedure, 46 C.F.R. 

§ 502.604, et seq. to compromise and collect civil penalties arising for the Alleged Violations set 

forth and described above; and 

WHEREAS, the Commission and Respondents desire to settle and finally resolve their 

disputes regarding the Alleged Violations and the potential Proceedings without any admission of 

liability or wrongdoing relating to the Alleged Violations; and 

WHEREAS, Respondents have corrected or terminated the alleged practices that may have 

existed that are the basis of the Alleged Violations set forth herein, and have instituted and commit 

to maintaining measures designed to eliminate or prevent any such practices in the future; and 

WHEREAS, Respondents have cooperated and disclosed to the Commission information and 

factual details relevant to their transportation activities and practices with respect to the shipment of 

automobiles and motorized vehicles by RO/RO or specialized car carrier vessels in the inbound 

trades to the United States from, and in the outbound trades from the United States ports to, foreign 

ports and points; and 

WHEREAS, Respondents have agreed to cooperate with respect to investigative activity or 

enforcement actions conducted by the Commission regarding the transportation activities identified 

by the Commission or disclosed by Respondents giving rise to the Alleged Violations herein. 

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NOW THEREFORE, in consideration of the premises herein, and in compromise of all civil 

penalties arising from the Alleged Violations set forth and described herein, Respondents and the 

Commission hereby agree upon the following terms of settlement: 

1.	 Respondents shall make payment to Commission by wire transfer or cashier’s check in 

the total amount of $1,500,000.00, on or before September 30, 2016. 

2.	 This instrument shall forever bar the commencement or institution by the Commission of 

any assessment proceeding or other claim for recovery of civil penalties from 

Respondents, their officers, directors, employees, or agents (including but not limited to 

Wallenius Wilhelmsen Logistics Americas LLC), or from any parent company of 

Respondents, for any conduct giving rise to the Alleged Violations set forth above that 

occurred during the time periods specified in subparagraphs (a), (b) and (c) respectively. 

3.	 Respondents agree to cooperate in good faith with the further efforts of the Commission 

to investigate and prosecute other carriers operating RO/RO or specialized car carrier 

vessels in U.S. import and export trades for the Alleged Violations of the Shipping Act 

described above, as follows: 

a)	 Respondents agree to direct and authorize their legal counsel to meet in person 

with Bureau of Enforcement ("BOE") attorneys upon reasonable notice and to 

provide at that meeting a reasonably detailed description (or update if previously 

furnished) of the principal facts furnished to the U.S. Department of Justice in 

response to subpoenas or otherwise that are relevant to the conduct at issue, 

including the times, places and participants with respect to any communications 

or meetings relevant to such conduct. To the extent BOE has follow-up 

questions to this meeting, Respondents, through legal counsel, shall endeavor to 

answer such questions. In addition, Respondents, through legal counsel, will 

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meet or confer with BOE upon request as necessary to support BOE's 

prosecution against other carriers relating to the conduct at issue herein. 

b)	 Subject to paragraph d) below, at BOE's request, Respondents shall make 

available at Respondents’ expense, at a location and time upon which the parties 

shall agree and upon reasonable notice, for depositions, or interviews if 

appropriate: (i) any current directors, officers and employees of Respondents 

who have been interviewed by the U.S. Department of Justice, the European 

Commission or the Japan Fair Trade Commission relating to the conduct at issue 

herein, and (ii) any additional current employees who BOE, acting in 

consultation with Respondents’ counsel, reasonably believes to have knowledge 

relating to the conduct at issue herein. 

c)	 Subject to paragraph d) below, at BOE's request, Respondents shall make 

available at Respondents’ expense and upon reasonable notice, for testimony at a 

hearing before the Commission: (i) any current directors, officers and employees 

of Respondents who have been interviewed by the U.S. Department of Justice, 

the European Commission or the Japan Fair Trade Commission relating to the 

conduct at issue herein, and (ii) any additional current employees who BOE, 

acting in consultation with Respondents’ counsel, reasonably believes to have 

knowledge relating to the conduct at issue herein. 

d)	 With regard to any current directors, officers and employees of Respondents who 

have retained counsel or confirmed an intention to assert any rights against selfincrimination, Respondents agree to use their best efforts to obtain the 

cooperation of such individuals, but in no event shall Respondents be obligated 

to make such individuals available to BOE for interviews, declarations, 

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depositions or at trial. Any such failure or inability shall not be deemed a breach 

of Respondents’ agreement to cooperate with BOE. The payment of any 

attorney’s fees for any such current directors, officers and employees pursuant to 

any preexisting indemnity agreement or law shall not be deemed a breach of 

Respondents’ obligations under this paragraph. 

e)	 At BOE's request, Respondents shall, to the extent not previously furnished 

pursuant to this Agreement, produce to BOE: (i) copies of documents furnished 

to the U.S. Department of Justice relating to the conduct at issue herein, produced 

in the same format as furnished to the U.S. Department of Justice; (ii) copies of 

any other documents in the possession of Respondents or their counsel that are 

not privileged, and are otherwise subject to discovery in a civil proceeding, that 

are responsive to reasonable and specific requests made by BOE regarding any 

other matter relevant to the conduct at issue herein. Respondents may withhold 

production of any document(s) otherwise subject to production pursuant to this 

subparagraph if the production would prejudice Respondents' interests in 

connection with any investigation conducted by the U.S. Department of Justice 

or antitrust or competition regulators in any other jurisdiction, (or if otherwise 

prohibited by an order of a U.S. court of competent jurisdiction) provided, 

however, that Respondents shall produce any such relevant, non-privileged 

withheld documents within 60 days after any such investigation conducted by the 

U.S. Department of Justice or regulators in any other jurisdiction is completed. 

Any documents kept at any time in an electronically searchable format, shall be 

produced to BOE in such format. Where BOE requests documents that are stored 

in an electronic data base, counsel for the parties shall agree to reasonable 

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custodial and search-term limitations on the document-production obligations 

enumerated in this subparagraph. 

f)	 Subject to paragraph d) above, at BOE's request, Respondents shall produce at 

trial or deposition, up to three representatives of Respondents’ choice qualified to 

establish for admission into evidence any of those documents produced pursuant 

to this Agreement. Respondents agree to produce at trial or deposition, or 

through affidavits or declarations, additional representatives of Respondents’ 

choice for the purposes described in this subparagraph, provided such additional 

representatives are reasonably necessary to BOE's prosecution of the conduct at 

issue herein. 

g)	 All disclosures, cooperation and documents provided to BOE under this 

Agreement: 

(i)	 shall be used only in connection with BOE's prosecution of other 

carriers operating RO/RO or specialized car carrier vessels in U.S. 

import and export trades for violations of the Shipping Act; 

(ii)	 shall not be used directly or indirectly for any other purpose; and 

(iii)	 subject to subparagraph (i) above, shall not be disclosed by BOE to 

any third parties, except pursuant to a valid legal order issued by a 

tribunal with appropriate jurisdiction to issue and enforce such order. 

In the event discovery of such disclosures, cooperation and documents 

provided to BOE is sought by any person in any jurisdiction, BOE 

agrees to use its best efforts to assist Respondents in opposing the 

disclosure by BOE of such materials, including but not limited to 

assisting in pleadings, providing affidavits or declarations, and court 

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appearances. Documents, information and materials produced to BOE 

pursuant to this Agreement (whether provided orally or in writing) are 

deemed by Respondents to be confidential commercial, financial, and 

proprietary business information exempt from Freedom of 

Information Act disclosure pursuant to 5 U.S.C. §552(b)(4). 

4.	 Respondents’ obligations to cooperate under this Agreement are ongoing and shall 

continue until the later of the expiration of the statute of limitations for the Shipping Act 

violations described herein, or the issuance of a non-appealable final judgment in an 

enforcement action by the Commission against an ocean carrier based on information 

disclosed to the Commission by Respondents pursuant to this Agreement. 

5.	 It is expressly understood that this Agreement is a settlement agreement and is not itself, 

and is not to be construed as, an admission by Respondents to the Alleged Violations set 

forth above, or to any other violation of the Shipping Act or any other statute or law. 

The Parties agree that nothing relating to this Agreement, including but not limited to the 

fact of this Agreement, the Parties’ negotiations and any actions taken to enter into or 

carry out this Agreement shall be discoverable, nor used directly or indirectly except in a 

proceeding to enforce or interpret this Agreement. 

6.	 Nothing in this Agreement shall be construed to grant immunity pursuant to 46 U.S.C. § 

40307(a) with respect to violations of the antitrust laws of the United States or any 

foreign nation, nor to address any carrier agreements or disclosure obligations, with 

respect to trades not originating or discharging cargo at a U.S. port. 

7.	 Where written notice to Respondents is required by this Agreement, such notice shall be 

provided to: Paul Heylman, Esq., 1919 Pennsylvania Avenue NW, Suite 550, 

Washington D.C., 20006, and to Robert Buehler, Esq., 875 Third Avenue, New York, 

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NY 10022, or such other counsel as Respondents shall designate in writing to the 

Commission. 

8.	 This Agreement is subject to approval by the Commission's Managing Director in 

accordance with 46 C.F.R. § 502.604. 

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Wallenius Wilhelmsen Logistics AS EUKOR Car Carriers, Inc. 

Signature: Signature: 

Printed Name: Printed Name: 

Title: Title: 

Date: Date: 

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APPROVAL AND ACCEPTANCE 

The above Terms and Conditions and Amount of Consideration are hereby approved and 

accepted: 

By the Federal Maritime Commission: 

Brian L. Troiano (Date) 

Deputy Director 

Bureau of Enforcement 

Peter J. King (Date) 

Deputy Managing Director 

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