Joseph E. Sheedy being duly sworn, upon his oath deposes and says:

(1) That the name of bidder is Paul W. Chapman, whose residence address is 310 Prospect Avenue, Highland Park, Chicago, Ill.

(2) That the bidder is a citizen of United States of America, and is an individual. (3) That his, their, or its principal place of business is in the city of Chicago, State of Illinois, with offices at No. 115 West Adams Street, Chicago, Ill., and 46 Cedar Street, New York, N. Y.

(4) That it was organized under and pursuant to the laws of the State of -, on the (for use if a corporation, partnership or

association), 19

day of

FINANCIAL STATEMENT AND REFERENCE AS TO RESPONSIBILITY OF BIDDER

Bidder states that he is of net worth in excess of the cash amount required to comply with the terms of his bid, if contract be awarded to him.

As to responsibility of bidder, reference is made to the following banks:

New York Trust Co., New York City.
Chemical National Bank, New York City.
Harris Trust & Savings Bank, Chicago, Ill.
Central Trust Co. of Illinois, Chicago, Ill.
Dated January 15, 1929.

PAUL W. CHAPMAN.

(5) That the names, citizenship, and addresses of its president, managing directors, or partners are as follows:

[For use if a corporation, partnership, or association]

(6) That the controlling interest in the bidder, as defined by section 2, shipping act 1916, as amended, is owned by citizens of the United States.

[For use if bidder is a corporation, partnership, or association]

(7) That per cent of the interest in the bidder, as defined by section 2 of the shipping act 1916, as amended, is owned by citizens of the United States. (8) That this affiant is agent of the bidder and is authorized to make and tender this affidavit for and on his behalf. Paul W. Chapman.

Subscribed and sworn to before me this 14th day of January, 1929.

[SEAL..]

JOSEPH E. SHEEDY.

This agreement entered into this day of, 1928, between the United States of America, hereinafter called "seller," represented by the United States Shipping Board, acting by and through the United States Shipping Board Merchant Fleet Corporation, a District of Columbia corporation, and corporation, having its principal place of business at

called "buyer."

hereinafter WITNESSETH: Whereas, the seller is the owner of the following combination passenger and cargo vessels, Leviathan, George Washington, Republic, President Harding, President Roosevelt, and America, and is now maintaining with said combination passenger and cargo vessels a line as a passenger, mail, and cargo service between the port of New York, United Kingdom, Irish, French, and German ports, said line being designated and known under the trade name of United States Lines, and the seller is also the owner of the following five combination passenger and cargo vessels, American Merchant, American Banker, American Farmer, American Trader, and American Shipper, and has been maintaining with said five combination passenger and cargo vessels a line as a passenger, mail, and cargo service between the ports of New York and London, said line being designated and known under the trade name of American Merchant Lines; and Whereas the seller regards the operation of the aforesaid vessels as hereinafter provided for a period of at least five years as of great importance in promoting and maintaining an adequate merchant marine.

Now, therefore, in consideration of the mutual and dependent promises hereinafter set forth, the parties hereto agree as follows;

ARTICLE I. The seller agrees to sell to the buyer and the buyer agrees to purchase from the seller, subject to the provisions of article 6 hereof, the steel combination passenger and cargo vessels Leviathan, George Washington, Republic, President Harding, President Roosevelt, America, American Merchant, American Banker, American Farmer, American Trader, and American Shipper, together with all engines, boilers, machinery, masts, hulls, boats, anchors, cables, tackle, furniture, and appurtenances thereunto appertaining and belonging, including all spare equipment and spare parts on board, or not on board so far as such spare parts and spare equipment not on board said vessels are described and listed in Schedule A hereto annexed and made a part hereof and not otherwise, and the trade name and good will of United States Lines, and the trade name and good will of American Merchant Lines, except, however, stores, bunker fuel, submarine signal apparatus and other leased equipment, and also such spare parts and spare equipment as may be required for use by the seller to repair said vessels on voyages or under article 6 hereof, without warranty or guaranty by the seller as to seaworthiness, description, capacity, condition, tonnage, or otherwise, but with warranty of title and that said vessels are free of liens.

ART. 2. The seller shall use due diligence to deliver to the buyer all stationery, advertising matter and plates and cuts therefor, appertaining to said lines; all ticket stocks and stationery on hand pertaining to said lines; copies of all cargo and passenger bookings for said lines; all files pertaining to bookings and mailing lists pertaining to said lines, and one set of such builder's plans and specifications and detailed drawings for each vessel as the seller may now have on hand in addition to those now on board said vessels.

ART. 3. The seller further agrees to assign and transfer to the buyer all bookings, commitments, and contracts of the seller for the carriage of passengers and cargo on said lines and to turn over to the buyer all advancements on such passenger bookings as and when transportation is tendered the passenger by the buyer, and all advancements on cargo commitments and contracts as and when such commitments and/or contracts are carried out and performed, and the buyer agrees to assume, carry out, and perform all such bookings, commitments, and/or contracts and to reimburse the seller for all commissions and/or fees and/or brokerages which the seller may have heretofore paid or hereafter pays for the securing of said bookings, commitments, and/or contracts under any agreements including any operating and/or managing agreements, pursuant to which passenger tickets shall have been issued or cargo may be hereafter carried by the buyer.

ART. 4. As part of the consideration for said sale the buyer agrees to pay to the seller for said vessels the respective sums stated as follows:

Vessels

payable in respect of each vessel as follows:

Amount