Exhibit 10.11


 


Code
word for this Charter Party


“SHELLTIME
4”


 


Issued December 1984
amended December 2003


 


Time
Charter Party


 New York


 April 29, 2008


 


IT IS
THIS DAY AGREED between : (A) OSG 243 LLC in its capacity as the owner of
the barge OSG-243 (the “Barge”) and OSG Independence LLC in its capacity as the
Owner of the tug OSG Independence (the “Tug”) of Delaware (hereinafter referred
to as “Owners”), as the Barge and Tug each a “vessel” and together “the vessels”)
described as per  Clause 1  hereof; and (B) OSG 243 Charterer LLC of
Delaware (hereinafter referred to as “Charterers”):


 


Description
and Condition of Vessel


 


1.             At the date of
delivery of the vessel under this charter and throughout the charter period:


 


(a)           each shall be classed
by a Classification Society which is a member of the International Association
of Classification Societies; classification will be ABS


 


(b)           the Barge shall be in
every way fit to carry crude oil and/or its products;


 


(c)           each shall be tight,
staunch, strong, in good order and condition, and in every way fit for the
service, with her machinery, boilers, hull and other equipment (including but
not limited to hull stress calculator, radar, computers and computer systems)
in a good and efficient state;


 


(d)           her tanks, valves and
pipelines shall be oil-tight;


 


(e)           the Tug shall be in
every way fitted for burning, in accordance with the grades specified in Clause
29 hereof; IFO 380 CST RMG 380 ISO 8217:2005 (E) and ISO DMA 8217:2005 –
Charterers will endeavor to procure IFO with maximum 3.0% sulphur, provided it
is readily available within the port the Tug would normally bunker and without
incremental time or cost to Charterers, as compared to IFO that would otherwise
be supplied with maximum 4.5% sulphur content, or as required by law.  Charterers have no obligation whatsoever to
deviate the Vessels for the purpose of procuring IFO 3.0% maximum sulphur
unless required to comply with applicable law(s).


 


(i)            at sea, fuel oil for
main propulsion and fuel oil/marine diesel oil* for auxiliaries;


 

















 


(ii)           in port, fuel
oil/marine diesel oil* for auxiliaries;


 


(f)            Each shall comply with
the regulations in force so as to enable her to pass through the Suez and
Panama Canals by day and night without delay;


 


(g)           Each shall have on
board all certificates, documents and equipment required from time to time by
any applicable law to enable her to perform the charter service without delay;


 


(h)           Each shall comply with
the description in the OCIMF Harmonised Vessel Particulars Questionnaire, appended
hereto as Appendix A, provided however that if there is any conflict between
the provisions of this questionnaire and any other provision, including this
Clause 1 , of this charter such other provisions shall govern;


 


(i)            the ownership
structure, flag, registry, and classification society and management company of
each Vessel shall not be changed, without approval of Charterers, which shall
not be unreasonably withheld;


 


Safety
Management


 


(j)            Owners will operate:


 


(i)            a safety management
system certified to comply with the International Safety Management Code (“ISM
Code”) for the Safe Operation of Ships and for Pollution Prevention;


 


(ii)           a documented safe
working procedures system (including procedures for the identification and
mitigation of risks);


 


(iii)          a documented
environmental management system;


 


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(iv)          documented
accident/incident reporting system compliant with flag state requirements;


 


(k)   Owners shall submit to
Charterers a monthly written report detailing all accidents/incidents and
environmental reporting requirements;


 


(l)            Owners shall maintain
Health Safety Environmental (“HSE”) records sufficient to demonstrate
compliance with the requirements of their HSE system and of this charter.  Charterers reserve the right to confirm
compliance with HSE requirements by audit of Owners.


 


(m)          Owners will arrange at
their expense for a SIRE inspection to be carried out at intervals of six
months plus or minus thirty days.


 


Shipboard
Personnel and their Duties


 


2.             (a)     At the date of delivery of the vessels
under this charter and throughout the charter period:


 


(i)            Each shall have a full
and efficient complement of master, officers and crew for a vessel of her
tonnage, who shall in any event be not less than the number required by the
laws of the flag state and who shall be trained to operate the vessel and her
equipment competently and safely;


 


(ii)           all shipboard personnel
shall hold valid certificates of competence in accordance with the requirements
of the law of the flag state;


 


(iii)          all shipboard personnel
shall be trained in accordance with the relevant provisions of the
International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers, 1995 or any additions, modifications or subsequent
versions thereof;


 


(iv)          there shall be on board
sufficient personnel with a good working knowledge of the English language to
enable cargo operations at loading and discharging places to be carried out
efficiently and safely and to enable communications between the vessels and
those loading the Barge or accepting discharge there from to be carried out
quickly and efficiently;


 


(v)           the terms of employment
of the vessels’ staff and crew will always remain acceptable to The
International Transport Worker’s Federation and the vessels will at all times
carry a Blue Card;


 


(vi)          the nationality of the
vessels’ officers given in the OCIMF Vessel Particulars Questionnaire referred
to in Clause 1(h) will not change without Charterers’ prior agreement.


 


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(b)           Owners guarantee that
throughout the charter service the master shall with the vessel’s officers and
crew, unless otherwise ordered by Charterers;


 


(i)            prosecute all voyages
with the utmost despatch;


 


(ii)           render all customary
assistance; and


 


(iii)          load and discharge cargo
as rapidly as possible when required by Charterers or their agents to do so, by
night or by day, but always in accordance with the laws of the place of loading
or discharging (as the case may be) and in each case in accordance with any
applicable laws of the flag state.


 


Duty to
Maintain


 


3.             (a)     Throughout the charter service Owners
shall, whenever the passage of time, wear and tear or any event (whether or not
coming within  Clause 27  hereof) requires steps to be taken to
maintain or restore the conditions stipulated in  Clauses 1 
and  2(a), exercise due
diligence so to maintain or restore the vessels.


 


(b)           If at any time whilst
the vessels are on hire under this charter they fail to comply with the
requirements of Clauses 1 ,  2(a) or
10 then hire shall be reduced to the extent necessary to indemnify
Charterers for such failure. If and to the extent that such failure affects the
time taken by the vessels to perform any services under this charter, hire
shall be reduced by an amount equal to the value, calculated at the rate of
hire, of the time so lost.


 


Any reduction of hire
under this sub-Clause (b) shall be without prejudice to any other
remedy available to Charterers, but where such reduction of hire is in respect
of time lost, such time shall be excluded from any calculation under Clause
24.


 


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(c)           If Owners are in breach
of their obligations under Clause 3(a)), Charterers may so notify Owners
in writing and if, after the expiry of 30 days following the receipt by Owners
of any such notice, Owners have failed to demonstrate to Charterers’ reasonable
satisfaction the exercise of due diligence as required in  Clause 3(a), the vessels shall be
off-hire, and no further hire payments shall be due, until Owners have so
demonstrated that they are exercising such due diligence.


 


(d)           Owners shall advise
Charterers immediately, in writing, should either vessel fail an inspection by,
but not limited to, a governmental and/or port state authority, and/or terminal
and/or major charterer of similar tonnage. Owners shall simultaneously advise
Charterers of their proposed course of action to remedy the defects which have
caused the failure of such inspection.


 


(e)           If, in Charterers
reasonably held view:


 


(i)            failure of an
inspection, or,


 


(ii)           any finding of an
inspection,


 


referred to in Clause
3(d), prevents normal commercial operations then Charterers have the option
to place the vessel off-hire from the date and time that the vessel fails such
inspection, or becomes commercially inoperable, until the date and time that
the vessel passes a re-inspection by the same organisation, or becomes
commercially operable, which shall be in a position no less favourable to
Charterers than at which she went off-hire.


 


(f)            Furthermore, at any
time while the vessel is off-hire under this Clause 3 (with the
exception of Clause 3(e)(ii)), Charterers have the option to
terminate this charter by giving notice in writing with effect from the date on
which such notice of termination is received by Owners or from any Later date
stated in such notice.  This 
sub-Clause (f) is without prejudice to any rights of Charterers
or obligations of Owners under this charter or otherwise (including without
limitation Charterers’ rights under 
Clause 21  hereof).


 


Period,
Trading Limits and Safe Places


 


4.             (a)     Owners agree to let and Charterers agree
to hire the vessels for a period commencing on or about April 25, 2008 and
ending on or about December 31, 2009 plus or minus 30
days in Charterers’ option commencing from the time and date of delivery of the
vessels, for the purpose of carrying all lawful merchandise (subject always to  Clause 28 ) including in particular crude
oil:


 


In any part of the world,
as Charterers shall direct, subject to the limits of the current British 


 


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Institute Warranties and
any subsequent amendments thereof. 
Notwithstanding the foregoing, but subject to Clause 35,
Charterers may not order the vessels to ice-bound waters or to any part of the
world outside such limits


 


(b)           Any time during which
the vessel is off-hire under this charter may be added to the last firm charter
period in Charterers’ option up to the total amount of time spent
off-hire.  In such cases the rate of hire will be that prevailing at the
time the vessel would, but for the provisions of this Clause, have been
redelivered.


 


(c)           Charterers shall use
due diligence to ensure that the vessels are only employed between and at safe
places (which expression when used in this charter shall include ports, berths,
wharves, docks, anchorages, submarine lines, alongside vessels or lighters, and
other locations including locations at sea) where she can safely lie always
afloat.  Notwithstanding anything contained in this or any other clause of
this charter, Charterers do not warrant the safety of any place to which they
order the vessel and shall be under no liability in respect thereof except for
loss or damage caused by their failure to exercise due diligence as
aforesaid.  Subject as above, the vessels shall be loaded and discharged
at any places as Charterers may direct, provided that Charterers shall exercise
due diligence to ensure that any ship-to-ship transfer operations shall conform
to standards not less than those set out in the latest published edition of the
ICS/OCIMF Ship-to-Ship Transfer Guide.


 


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(d)           Unless otherwise
agreed, the vessels shall be delivered by Owners dropping outward pilot at a
port chosen by Charterers


 


and redelivered to Owners
dropping outward pilot at a port chosen by Owners.


 


(e)           The vessels will
deliver with last cargo(es) of clean product
and will redeliver with last cargo(es) of clean product


 


(f)            Owners are required to
give Charterers 5 days
prior notice of delivery and Charterers are required to give Owners 5 days prior notice of redelivery.


 


Laydays/Cancelling


 


5.             The vessels shall not
be delivered to Charterers before April 29, 2008
and Charterers shall have the option of cancelling this charter if the vessels
are not ready and at their disposal on or before


 


Owners
to Provide


 


6.             Owners undertake to
provide and to pay for all provisions, wages (including but not limited to all
overtime payments), and shipping and discharging fees and all other expenses of
the master, officers And crew; also, except as provided in  Clauses 4 
and  34  hereof, for all insurance on the vessels, for
all Deck, cabin and engine-room stores, and for water (limited to crew only);
for all drydocking, overhaul, maintenance and repairs to the vessels. Owners’
obligations under this  Clause 6  extend to all liabilities for customs or
import duties arising at any time during the performance of this charter in
relation to the personal effects of the master, officers and crew, and in
relation to the stores, provisions and other matters aforesaid which Owners are
to provide and pay for and Owners shall refund to Charterers any sums Charterers
or their agents may have paid or been compelled to pay in respect of any such
liability.  Any amounts allowable in general average for wages and
provisions and stores shall be credited to Charterers insofar as such amounts
are in respect of a Period when the vessels are on-hire.


 


Charterers
to Provide


 


7.             (a)           Charterers shall provide and pay for all
fuel (except for fuel used for domestic services), towage and pilotage and
shall pay agency fees, port charges, commissions, expenses of loading and
unloading cargoes, canal dues, and tax/dues on cargo/freight and all charges
other than those payable by Owners in accordance with  Clause 6 hereof, provided that all
charges for the said items shall be for Owners’ account when such items are
consumed, employed or incurred for Owners’ purposes or while the vessels are
off-hire (unless such items reasonably relate to any service given or distance
made good and taken into account under 
Clause 21  or  22 ); and provided further that any fuel
used in connection with a general average sacrifice or expenditure shall be
paid for by Owners. OPA charges to be paid by Charterers, COFR to be arranged
and paid for by Owners.


 


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(b)           In respect of bunkers
consumed for Owners’ purposes these will be charged on each occasion by
Charterers on a “first-in-first-out” basis valued on the prices actually paid
by Charterers.


 


(c)           If the trading limits
of this charter include ports in the United States of America and/or its
protectorates then Charterers shall reimburse Owners for port specific charges
relating to additional premiums charged by providers of oil pollution cover,
when incurred by the vessel calling at ports in the United States of America
and/or its protectorates in accordance with Charterers orders.


 


Rate of
Hire


 


8.             Subject as herein
provided, Charterers shall pay for the use and hire of the vessels at the rate
of United States Dollars $28,500 per
day, and pro rata for any part of a day, from the time and date of her delivery
(local time) to Charterers until the time and date of redelivery (local time)
to Owners.


 


Payment
of Hire


 


9.             Subject to Clause
3 (c) and 3 (e), payment of hire shall be made in immediately
available funds


 


to:           Fifth
Third Bank


Cincinatti,
Ohio


Account: ABA
#042000314


For
Credit to Account No. 09990203987


in the
name of OSG America Operating Company LLC


 


in United States Dollars
per calendar month in advance, less:


 


(i)            any hire paid which
Charterers reasonably estimate to relate to off-hire periods, and,


 


(ii)           any amounts disbursed
on Owners’ behalf, any advances and commission therein, and charges which are
for Owners’ account pursuant to any provision hereof, and;


 


(iii)          any amounts due or
reasonably estimated to become due to Charterers under Clause 3(c) or
24 hereof,


 


any such adjustments to
be made at the due date for the next monthly payment after the facts have been
ascertained. Charterers shall not be responsible for any delay or error by
Owners’ bank in crediting Owners’ account provided that Charterers have made
proper and timely payment.


 


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In default of such proper
and timely payment:


 


(a)           Owners shall notify
Charterers of such default and Charterers shall within seven days of receipt of
such notice pay to Owners the amount due, including interest, failing which
Owners may withdraw the vessels from the service of Charterers without
prejudice to any other rights Owners may have under this charter or otherwise;
and;


 


(b)           Interest on any amount
due but not paid on the due date shall accrue from the day after that date up
to and including the day when payment is made, at a rate per annum which shall
be 1% above the U.S. Prime Rate as published by the Chase Manhattan Bank in New
York at 12.00 New York time on the due date, or, if no such interest rate is
published on that day, the interest rate published for the next preceding day
on which such a rate was so published, computed on the basis of a 360 day year
of twelve 30-day months, compounded semi-annualy.


 


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Space
Available to Charterers


 


10.           The whole reach,
burthen and decks on the vessels and any passenger accommodation (including
Owners’ suite) shall be at Charterers’ disposal, reserving only proper and
sufficient space for the vessel’s master, officers, crew, tackle, apparel,
furniture, provisions and stores, provided that the weight of stores on board
shall not, unless specially agreed, exceed 5 tonnes at
any time during the charter period.


 


Segregated
Ballast


 


11.           In connection with the
Council of the European Union Regulation on the Implementation of IMO
Resolution A747(18) Owners will ensure that the following entry is made on the
International Tonnage Certificate (1969) under the section headed “Remarks”.


 


“The segregated ballast
tanks comply with the Regulation 13 of Annex 1 of the International Convention
for the Prevention of Pollution from Ships, 1973, as modified by the Protocol
of 1978 relating thereto, and the total tonnage of such tanks exclusively used
for the carriage of segregated water ballast is as
required The reduced gross tonnage which should be used for the
calculation of tonnage based fees has been provided to
Charterers”.


 


Instructions
and Logs


 


12.           Charterers shall from
time to time give the master all requisite instructions and sailing directions,
and the master shall keep a full and correct log of the voyage or voyages,
which Charterers or their agents may inspect as required.  The master
shall when required furnish Charterers or their agents with a true copy of such
log and with properly completed loading and discharging port sheets and voyage
reports for each voyage and other returns as Charterers may require. 
Charterers shall be entitled to take copies at Owners’ expense of any such
documents which are not provided by the master.


 


Bills of
Lading


 


13.           (a)     The
master (although appointed by Owners) shall be under the orders and direction
of Charterers as regards employment of the vessels, agency and other
arrangements, and shall sign Bills of Lading as Charterers or their agents may
direct (subject always to Clauses 35(a) and 40) without
prejudice to this charter.  Charterers hereby indemnify Owners against all
consequences or liabilities that may arise;


 


(i)            from signing Bills of
Lading in accordance with the directions of Charterers or their agents, to the
extent that the terms of such Bills of Lading fail to conform to the
requirements of this charter, or (except as provided in Clause 13(b) from
the master otherwise complying with Charterers’ or their agents’ orders;


 


(ii)           from any irregularities
in papers supplied by Charterers or their agents.


 


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(b)           If Charterers by telex,
facsimile or other form of written communication that specifically refers to
this Clause request Owners to discharge a quantity of cargo either without
Bills of Lading and/or at a discharge place other than that named in a Bill of
Lading and/or that is different from the Bill of Lading quantity, then Owners
shall discharge such cargo in accordance with Charterer’s instructions in
consideration of receiving the following indemnity which shall be deemed to be
given by Charterers on each and every such occasion and which is limited in
value to 200% of the CIF value of the cargo carried on board;


 


(i)            Charterers shall
indemnify Owners and Owners’ servants and agents in respect of any liability
loss or damage of whatsoever nature (including legal costs as between attorney
or solicitor and client and associated expenses) which Owners may sustain by
reason of delivering such cargo in accordance with Charterers’ request.


 


(ii)           If any proceeding is
commenced against Owners or any of Owners’ servants or agents in connection
with the vessels having delivered cargo in accordance with such request,
Charterers shall provide Owners or any of Owners’ servants or agents from time
to time on demand with sufficient funds to defend the said proceedings.


 


(iii)          If the vessels or any other vessel or property belonging to Owners
should be arrested or detained, or if the arrest or detention thereof should be
threatened, by reason of discharge in accordance with Charterers instruction as
aforesaid, Charterers shall provide on demand such bail or other security as
may be required to prevent such arrest or detention or to secure the release of
such vessel or property and Charterers shall indemnify Owners in respect of any
loss, damage or expenses caused by such arrest or detention whether or not same
may be justified.


 


(iv)          Charterers shall, if called upon to do so at any time while such cargo
is in Charterers’ possession, custody or control, redeliver the same to Owners.


 


(v)           As soon as all original Bills of Lading for the above cargo which name
as discharge port the place where delivery actually occurred shall have arrived
and/or come into Charterers’ possession, Charterers shall produce and deliver
the same to Owners whereupon Charterers’ liability hereunder shall cease.


 


Provided however, if
Charterers have not received all such original Bills of Lading by 24.00 hours
on the day 36 calendar months after the date of discharge, that this indemnity
shall terminate at that time unless before that time Charterers have received
from Owners written notice that:


 


a)             Some person is making
a claim in connection with Owners delivering cargo pursuant to Charterers
request or,


 


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b)            Legal proceedings have
been commenced against Owners and/or carriers and/or Charterers and/or any of
their respective servants or agents and/or the vessel for the same reason.


 


When Charterers have
received such a notice, then this indemnity shall continue in force until such
claim or legal proceedings are settled. 
Termination of this indemnity shall not prejudice any legal rights a
party may have outside this indemnity.


 


(vi)          Owners shall promptly notify Charterers if any person (other than a
person to whom Charterers ordered cargo to be delivered) claims to be entitled
to such cargo and/or if the vessels or any other property belonging to Owners
is arrested by reason of any such discharge of cargo.


 


(vii)         This indemnity shall be governed and construed in accordance with United
States law.


 


(c)           Owners warrant that the Master will comply with orders to carry and
discharge against one or more Bills of Lading from a set of original negotiable
Bills of Lading should Charterers so require.


 


Conduct
of Vessel’s Personnel


 


14.           If Charterers complain
of the conduct of the master or any of the officers or crew, Owners shall
immediately investigate the complaint.  If the complaint proves to be well
founded, Owners shall, without delay, make a change in the appointments and
Owners shall in any event communicate the result of their investigations to
Charterers as soon as possible.


 


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Bunkers
at Delivery and Redelivery


 


15.           Charterers shall accept
and pay for all bunkers on board at the time of delivery, and Owners shall on
redelivery (whether it occurs at the end of the charter or on the earlier
termination of this charter) accept and pay for all bunkers remaining on board,
at the price actually paid, on a “first-in-first-out” basis.  Such prices
are to be supported by paid invoices.


 


Vessels to be delivered
to and redelivered from the charter with, at least, a quantity of bunkers on
board sufficient to reach the nearest main bunkering port.


 


Notwithstanding anything
contained in this charter all bunkers on board the vessel shall, throughout the
duration of this charter, remain the property of Charterers and can only be
purchased on the terms specified in the charter at the end of the charter
period or, if earlier, at the termination of the charter.


 


Stevedores,
Pilots, Tugs


 


16.           Stevedores, when
required, shall be employed and paid by Charterers, but this shall not relieve
Owners from responsibility at all times for proper stowage, which must be
controlled by the master who shall keep a strict account of all cargo loaded
and discharged.  Owners hereby indemnify Charterers, their servants and
agents against all losses, claims, responsibilities and liabilities arising in
any way whatsoever from the employment of pilots, tugboats or stevedores, who
although employed by Charterers shall be deemed to be the servants of and in
the service of Owners and under their instructions (even if such pilots, tugboat
personnel or stevedores are in fact the servants of Charterers their agents or
any affiliated company); provided, however, that:


 


(a)           the foregoing indemnity
shall not exceed the amount to which Owners would have been entitled to limit
their liability if they had themselves employed such pilots, tugboats or
stevedores, and;


 


(b)           Charterers shall be
liable for any damage to the vessels caused by or arising out of the use of
stevedores, fair wear and tear excepted, to the extent that Owners are unable by
the exercise of due diligence to obtain redress therefor from stevedores.


 


Super-Numeraries


 


17.           Charterers may send
representatives in the vessel’s available accommodation upon any voyage made
under this charter, Owners finding provisions and all requisites as supplied to
officers, except alcohol.  Charterers paying at the rate of United States
Dollars 15 (fifteen) per day for each representative while on board the
vessels.


 


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Sub-letting/Assignment/Novation


 


18.           Charterers may sub-let
the vessels, but shall always remain responsible to Owners for due fulfilment
of this charter.


 


Final
Voyage


 


19.           If when a payment of
hire is due hereunder Charterers reasonably expect to redeliver the vessels
before the next payment of hire would fall due, the hire to be paid shall be
assessed on Charterers’ reasonable estimate of the time necessary to complete
Charterers’ programme up to redelivery, and from which estimate Charterers may
deduct amounts due or reasonably expected to become due for:


 


(a)           disbursements on Owners’
behalf or charges for Owners’ account pursuant to any provision hereof, and;


 


(b)           bunkers on board at
redelivery pursuant to Clause 15.


 


Promptly after redelivery
any overpayment shall be refunded by Owners or any underpayment made good by
Charterers.


 


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If at the time this
charter would otherwise terminate in accordance with Clause 4 the vessels
are on a ballast voyage to a port of redelivery or is upon a laden voyage,
Charterers shall continue to have the use of the vessels at the same rate and
conditions as stand herein for as long as necessary to complete such ballast
voyage, or to complete such laden voyage and return to a port of redelivery as
provided by this charter, as the case may be.


 


Loss of
Vessel


 


20.           Should the vessels be
lost, this charter shall terminate and hire shall cease at noon (GMT) on the
day of the loss; should the vessels be a constructive total loss, this charter
shall terminate and hire shall cease at noon on the day on which the vessels’
underwriters agree that the vessels are a constructive total loss; should the
vessels be missing, this charter shall terminate and hire shall cease at noon
on the day on which they were last heard of.  Any hire paid in advance and
not earned shall be returned to Charterers and Owners shall reimburse
Charterers for the value of the estimated quantity of bunkers on board at the
time of termination, at the price paid by Charterers at the last bunkering
port.


 


Off-hire


 


21.           (a)     On each and every occasion that there is
loss of time (whether by way of interruption in the vessels’ service or, from
reduction in the vessels’ performance, or in any other manner):


 


(i)            due to deficiency of
personnel or stores; repairs; gas-freeing for repairs; time in and waiting to
enter dry dock for repairs; breakdown (whether partial or total) of machinery,
boilers or other parts of the vessels or their equipment (including without
limitation tank coatings); overhaul, maintenance or survey; collision,
stranding, accident or damage to the vessels; or any other similar cause
preventing the efficient working of the vessels; and such loss continues for
more than three consecutive hours (if resulting from interruption in the
vessels’ service) or cumulates to more than three hours (if resulting from
partial loss of service); or;


 


(ii)           due to industrial
action, refusal to sail, breach of orders or neglect of duty on the part of the
master, officers or crew; or;


 


(iii)          for the purpose of
obtaining medical advice or treatment for or landing any sick or injured person
(other than a Charterers’ representative carried under Clause 17 hereof)
or for the purpose of landing the body of any person (other than a Charterers’
representative), and such loss continues for more than three consecutive hours;
or;


 


(iv)          due to any delay in
quarantine arising from the master, officers or crew having had communication
with the shore at any infected area without the written consent or instructions
of Charterers or their agents, or to any detention by customs or other
authorities caused by smuggling or other infraction of local law on the part of
the master, officers, or crew; or;


 


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(v)           due to detention of the
vessels by authorities at home or abroad attributable to legal action against
or breach of regulations by the vessels, the vessels’ owners, or Owners (unless
brought about by the act or neglect of Charterers); then;


 


without prejudice to
Charterers’ rights under Clause 3 or to any other rights of
Charterers hereunder, or otherwise, the vessels shall be off-hire from the
commencement of such loss of time until they are again ready and in an
efficient state to resume service from a position not less favourable to
Charterers than that at which such loss of time commenced; provided, however,
that any service given or distance made good by the vessels whilst off-hire
shall be taken into account in assessing the amount to be deducted from hire.


 


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(b)           If the vessels fail to
proceed at any guaranteed speed pursuant to Clause 24, and such
failure arises wholly or partly from any of the causes set out in Clause 21(a) above,
then the period for which the vessels shall be off-hire under this Clause 21
shall be the difference between:


 


(i)            the time the vessels
would have required to perform the relevant service at such guaranteed speed,
and;


 


(ii)           the time actually taken
to perform such service (including any loss of time arising from interruption
in the performance of such service).


 


For the avoidance of
doubt, all time included under (ii) above shall be excluded from any
computation under Clause 24 .


 


(c)           Further and without
prejudice to the foregoing, in the event of the vessels deviating (which
expression includes without limitation putting back, or putting into any port
other than that to which she is bound under the instructions of Charterers) for
any cause or purpose mentioned in Clause 21(a), the vessels shall be
off-hire from the commencement of such deviation until the time when they are
again ready and in an efficient state to resume her service from a position not
less favourable to Charterers than that at which the deviation commenced,
provided, however, that any service given or distance made good by the vessel
whilst so off-hire shall be taken into account in assessing the amount to be
deducted from hire.  If the vessels, for any cause or purpose mentioned in
Clause 21(a), put into any port other than the port to which they are bound
on the instructions of Charterers, the port charges, pilotage and other
expenses at such port shall be borne by Owners.  Should the vessels be
driven into any port or anchorage by stress of weather hire shall continue to
be due and payable during any time lost thereby.


 


(d)           If the vessels’ flag
state becomes engaged in hostilities, and Charterers in consequence of such
hostilities find it commercially impracticable to employ the vessels and have
given Owners written notice thereof then from the date of receipt by Owners of
such notice until the termination of such commercial impracticability the
vessel shall be off-hire and Owners shall have the right to employ the vessels
on their own account.


 


(e)           Time during which the
vessel is off-hire under this charter shall count as part of the charter period
except where Charterers declare their option to add off-hire periods under Clause
4(b)).


 


(f)            All references to “time”
in this charter party shall be references to local time except where otherwise
stated.


 


16

















 


Periodical
Drydocking


 


22.           (a)     Owners
have the right and obligation to drydock the vessels at regular intervals as required On each occasion Owners
shall propose to Charterers a date on which they wish to drydock the vessel,
not less than 30 days before such date and
Charterers shall offer a port for such periodical drydocking and shall take all
reasonable steps to make the vessel available as near to such date as
practicable.


 


Owners shall put the
vessels in drydock at their expense as soon as practicable after Charterers
place the vessels at Owners’ disposal clear of cargo other than tank washings
and residues.  Owners shall be responsible for and pay for the disposal
into reception facilities of such tank washings and residues and shall have the
right to retain any monies received therefore, without prejudice to any claim
for loss of cargo under any Bill of Lading or this charter.


 


(b)            If a periodical
drydocking is carried out in the port offered by Charterers (which must have
suitable accommodation for the purpose and reception facilities for tank
washings and residues), the vessels shall be off-hire from the time she arrives
at such port until drydocking is completed and she is in every way ready to
resume Charterers’ service and is at the position at which they went off-hire
or a position no less favourable to Charterers, whichever she first attains.
However;


 


17

















 


(i)            provided that Owners
exercise due diligence in gas-freeing, any time lost in gas-freeing to the
standard required for entry into drydock for cleaning and painting the hull
shall not count as off-hire, whether lost on passage to the drydocking port or
after arrival there (notwithstanding Clause 21 ), and;


 


(ii)           any additional time
lost in further gas-freeing to meet the standard required for hot work or entry
to cargo tanks shall count as off-hire, whether lost on passage to the
drydocking port or after arrival there.


 


Any time which, but for
sub-Clause (i) above, would be off-hire, shall not be included in any
calculation under Clause 24 .


 


The expenses of
gas-freeing, including without limitation the cost of bunkers, shall be for
Owners’ account.


 


(c)           If Owners require the
vessels, instead of proceeding to the offered port, to carry out periodical
drydocking at a special port selected by them, the vessel shall be off-hire
from the time when she is released to proceed to the special port until she
next presents for loading in accordance with Charterers’ instructions,
provided, however, that Charterers shall credit Owners with the time which
would have been taken on passage at the service speed had the vessels not
proceeded to drydock.  All fuel consumed shall be paid for by Owners but
Charterers shall credit Owners with the value of the fuel which would have been
used on such notional passage calculated at the guaranteed daily consumption
for the service speed, and shall further credit Owners with any benefit they may
gain in purchasing bunkers at the special port.


 


(d)           Charterers shall,
insofar as cleaning for periodical drydocking may have reduced the amount of
tank-cleaning necessary to meet Charterers’ requirements, credit Owners with
the value of any bunkers which Charterers calculate to have been saved thereby,
whether the vessels drydock at an offered or a special port.


 


Ship
Inspection


 


23.           Charterers shall have
the right at any time during the charter period to make such inspection of the
vessels as they may consider necessary. 
This right may be exercised as often and at such intervals as Charterers
in their absolute discretion may determine and whether the vessels are in port
or on passage.  Owners affording all
necessary co-operation and accommodation on board provided, however:


 


(a)           that neither the exercise nor the non-exercise, nor anything done or not
done in the exercise or non-exercise, by Charterers of such right shall in any
way reduce the master’s or Owners’ authority over, or responsibility to Charterers
or third parties for, the vessels and every aspect of their operation, nor
increase Charterers’ responsibilities to Owners or third parties for the same; and;


 


18

















 


(b)           that Charterers shall not be liable for any act, neglect or default by
themselves, their servants or agents in the exercise or non-exercise of the
aforesaid right.


 


Detailed
Description and Performance


 


24.           Owners guarantee that
the speed and consumption of the vessels shall be as agreed with Charterers.


 


Salvage


 


25.            Subject to the
provisions of Clause 21 hereof, all loss of time and all expenses
(excluding any damage to or loss of the vessels or tortious liabilities to
third parties) incurred in saving or attempting to save life or in successful
or unsuccessful attempts at salvage shall be borne equally by Owners and
Charterers provided that Charterers shall not be liable to contribute towards
any salvage payable by Owners arising in any way out of services rendered under
this Clause 25 .


 


19

















 


All salvage and all
proceeds from derelicts shall be divided equally between Owners and Charterers
after deducting the master’s, officers’ and crew’s share.


 


Lien


 


26.           Owners shall have a
lien upon all cargoes and all freights, sub-freights and demurrage for any
amounts due under this charter; and Charterers shall have a lien on the vessels
for all monies paid in advance and not earned, and for all claims for damages
arising from any breach by Owners of this charter.


 


Exceptions


 


27.           (a)     The
vessels, their master and Owners shall not, unless otherwise in this charter
expressly provided, be liable for any loss or damage or delay or failure
arising or resulting from any act, neglect or default of the master, pilots,
mariners or other servants of Owners in the navigation or management of the
vessel; fire, unless caused by the actual fault or privity of Owners; collision
or stranding; dangers and accidents of the sea; explosion, bursting of boilers,
breakage of shafts or any latent defect in hull, equipment or machinery;
provided, however, that Clauses 1 , 2 , 3 , and 24 hereof
shall be unaffected by the foregoing.  Further, neither the vessels, their
master or Owners, nor Charterers shall, unless otherwise in this charter
expressly provided, be liable for any loss or damage or delay or failure in
performance hereunder arising or resulting from act of God, act of war, seizure
under legal process, quarantine restrictions, strikes, lock-outs, riots,
restraints of labour, civil commotions or arrest or restraint of princes,
rulers or people.


 


(b)           The vessels shall have
liberty to sail with or without pilots, to tow or go to the assistance of
vessels in distress and to deviate for the purpose of saving life or property.


 


(c)           Clause 27(a) shall
not apply to, or affect any liability of Owners or the vessels or any other
relevant person in respect of:


 


(i)            loss or damage caused
to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or crane or other
works or equipment whatsoever at or near any place to which the vessels may
proceed under this charter, whether or not such works or equipment belong to
Charterers, or;


 


(ii)           any claim (whether
brought by Charterers or any other person) arising out of any loss of or damage
to or in connection with cargo.  Any such claim shall be subject to the
Hague-Visby Rules or the Hague Rules or the Hamburg Rules, as the
case may be, which ought pursuant to Clause 38 hereof to have been
incorporated in the relevant Bill of Lading (whether or not such Rules were
so incorporated) or, if no such Bill of Lading is issued, to the Hague-Visby Rules unless
the Hamburg Rules compulsorily apply in which case to the Hamburg Rules.


 


(d)           In particular and
without limitation, the foregoing subsections (a) and (b) of
this Clause shall


 


20

















 


not apply to or in any
way affect any provision in this charter relating to off-hire or to reduction
of hire.


 


Injurious
Cargoes


 


28.           No acids, explosives or
cargoes injurious to the vessel shall be shipped and without prejudice to the
foregoing any damage to the vessels caused by the shipment of any such cargo,
and the time taken to repair such damage, shall be for Charterers’ account.
 No voyage shall be undertaken, nor any goods or cargoes loaded, that
would expose the vessel to capture or seizure by rulers or governments.


 


Grade of
Bunkers


 


29.           Charterers shall supply
fuel as required for the vessels.  If
Owners require the vessels to be supplied with more expensive bunkers they
shall be liable for the extra cost thereof.


 


Charterers warrant that
all bunkers provided by them in accordance herewith shall be of a quality
complying with ISO Standard 8217 for Marine Residual Fuels and Marine
Distillate Fuels as applicable.


 


21

















 


Disbursements


 


30.           Should the master
require advances for ordinary disbursements at any port, Charterers or their
agents shall make such advances to him, in consideration of which Owners shall
pay a commission of two and a half per cent, and all such advances and
commission shall be deducted from hire.


 


Laying-up


 


31.           Charterers shall have
the option, after consultation with Owners, of requiring Owners to lay up the
vessels at a safe place nominated by Charterers, in which case the hire
provided for under this charter shall be adjusted to reflect any net increases
in expenditure reasonably incurred or any net saving which should reasonably be
made by Owners as a result of such lay up.  Charterers may exercise the
said option any number of times during the charter period.


 


Requisition


 


32.           Should the vessels be
requisitioned by any government, de facto or de jure, during the period of this
charter, the vessels shall be off-hire during the period of such requisition,
and any hire paid by such governments in respect of such requisition period
shall be for Owners’ account.  Any such requisition period shall not count
as part of the charter period.


 


Outbreak
of War


 


33.           If war or hostilities
break out between any two or more of the following countries: U.S.A., the
countries or republics having been part of the former U.S.S.R. (except that
declaration of war or hostilities solely between any two or more of the
countries or republics having been part of the former USSR shall be exempted),
P.R.C., U.K., Netherlands, then both Owners and Charterers shall have the right
to cancel this charter.


 


Additional
War Expenses


 


34.           If the vessels are
ordered to trade in areas where there is war (de facto or de jure) or threat of
war, Charterers shall reimburse Owners for any additional insurance premia,
crew bonuses and other expenses which are reasonably incurred by Owners as a
consequence of such orders, provided that Charterers are given notice of such
expenses as soon as practicable and in any event before such expenses are
incurred, and provided further that Owners obtain from their insurers a waiver
of any subrogated rights against Charterers in respect of any claims by Owners
under their war risk insurance arising out of compliance with such orders.


 


Any payments by
Charterers under this Clause will only be made against proven
documentation.  Any discount or rebate refunded to Owners, for whatever
reason, in respect of additional war risk premium shall be passed on to Charterers.


 


22
















 


War Risks


 


35.           (a)     The master shall not be required or bound
to sign Bills of Lading for any place which in his or Owners’ reasonable
opinion is dangerous or impossible for the vessel to enter or reach owing to
any blockade, war, hostilities, warlike operations, civil war, civil commotions
or revolutions.


 


(b)           If in the reasonable
opinion of the master or Owners it becomes, for any of the reasons set out in
Clause 35(a) or by the operation of international law, dangerous,
impossible or prohibited for the vessel to reach or enter, or to load or
discharge cargo at, any place to which the vessels have been ordered pursuant
to this charter (a “place of peril”), then Charterers or their agents shall be
immediately notified in writing or by radio messages, and Charterers shall
thereupon have the right to order the cargo, or such part of it as may be
affected, to be loaded or discharged, as the case may be, at any other place
within the trading limits of this charter (provided such other place is not
itself a place of peril).  If any place of discharge is or becomes a place
of peril, and no orders have been received from Charterers or their agents
within 48 hours after dispatch of such messages, then Owners shall be at
liberty to discharge the cargo or such part of it as may be affected at any
place which they or the master may in their or his discretion select within the
trading limits of this charter and such discharge shall be deemed to be due
fulfilment of Owners’ obligations under this charter so far as cargo so
discharged is concerned.


 


23

















 


(c)           The vessels shall have
liberty to comply with any directions or recommendations as to departure,
arrival, routes, ports of call, stoppages, destinations, zones, waters,
delivery or in any other wise whatsoever given by the government of the state
under whose flag the vessels sail or any other government or local authority or
by any person or body acting or purporting to act as or with the authority of
any such government or local authority including any de facto government or
local authority or by any person or body acting or purporting to act as or with
the authority of any such government or local authority or by any committee or
person having under the terms of the war risks insurance on the vessel the
right to give any such directions or recommendations.  If by reason of or
in compliance with any such directions or recommendations anything is done or
is not done, such shall not be deemed a deviation.  If by reason of or in
compliance with any such direction or recommendation the vessels do not proceed
to any place of discharge to which she has been ordered pursuant to this
charter, the vessels may proceed to any place which the master or Owners in his
or their discretion select and there discharge the cargo or such part of it as
may be affected. Such discharge shall be deemed to be due fulfilment of Owners’
obligations under this charter so far as cargo so discharged is concerned.


 


Charterers shall procure
that all Bills of Lading issued under this charter shall contain the Chamber of
Shipping War Risks Clause 1952.


 


Both to
Blame Collision Clause


 


36.           If the liability for
any collision in which the vessel is involved while performing this charter
fails to be determined in accordance with the laws of the United States of
America, the following provision shall apply:


 


“If the ship comes into
collision with another ship as a result of the negligence of the other ship and
any act, neglect or default of the master, mariner, pilot or the servants of
the carrier in the navigation or in the management of the ship, the owners of
the cargo carried hereunder will indemnify the carrier against all loss, or
liability to the other or non-carrying ship or her owners in so far as such loss
or liability represents loss of, or damage to, or any claim whatsoever of the
owners of the said cargo, paid or payable by the other or non-carrying ship or
her owners to the owners of the said cargo and set off, recouped or recovered
by the other or non-carrying ship or her owners as part of their claim against
the carrying ship or carrier.”


 


“The foregoing provisions
shall also apply where the owners, operators or those in charge of any ship or
ships or objects other than, or in addition to, the colliding ships or objects
are at fault in respect of a collision or contact.”


 


Charterers shall procure
that all Bills of Lading issued under this charter shall contain a provision in
the foregoing terms to be applicable where the liability for any collision in
which the vessels are involved fails to be determined in accordance with the
laws of the United States of America.


 


New
Jason Clause


 


37.           General average
contributions shall be payable according to York/Antwerp Rules, 1994 as amended
from time to time, and shall be adjusted in London in accordance with English
law and 


 


24

















 


practice but should
adjustment be made in accordance with the law and practice of the United States
of America, the following position shall apply:


 


“In the event of
accident, danger, damage or disaster before or after the 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 cargo, shippers, consignees or owners of
the cargo 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 cargo.”


 


25

















 


“If a salving ship is
owned or operated by the carrier, salvage shall be paid for as fully as if the
said salving ship or ships belonged to strangers.  Such deposit as the
carrier or his agents may deem sufficient to cover the estimated contribution
of the cargo and any salvage and special charges thereon shall, if required, be
made by the cargo, shippers, consignees or owners of the cargo to the carrier
before delivery.”


 


Charterers shall procure
that all Bills of Lading issued under this charter shall contain a provision in
the foregoing terms, to be applicable where adjustment of general average is
made in accordance with the laws and practice of the United States of America.


 


Clause
Paramount


 


38.           Charterers shall
procure that all Bills of Lading issued pursuant to this charter shall contain
the following:


 


“(1) Subject to
sub-Clause (2) or (3) hereof, this Bill of Lading shall be governed
by, and have effect subject to, the rules contained in the International
Convention for the Unification of Certain Rules relating to Bills of
Lading signed at Brussels on 25th August 1924 (hereafter the “Hague Rules”)
as amended by the Protocol signed at Brussels on 23rd February 1968
(hereafter the “Hague-Visby Rules”).  Nothing contained herein shall be
deemed to be either a surrender by the carrier of any of his rights or
immunities or any increase of any of his responsibilities or liabilities under
the Hague-Visby Rules.”


 


“(2) If there is
governing legislation which applies the Hague Rules compulsorily to this
Bill of Lading, to the exclusion of the Hague-Visby Rules, then this Bill of
Lading shall have effect subject to the Hague Rules.  Nothing therein
contained shall be deemed to be either a surrender by the carrier of any of his
rights or immunities or an increase of any of his responsibilities or
liabilities under the Hague Rules.”


 


“(3) If there is
governing legislation which applies the United Nations Convention on the
Carriage of Goods by Sea 1978 (hereafter the “Hamburg Rules”) compulsorily to
this Bill of Lading, to the exclusion of the Hague-Visby Rules, then this Bill
of Lading shall have effect subject to the Hamburg Rules.  Nothing therein
contained shall be deemed to be either a surrender by the carrier of any of his
rights or immunities or an increase of any of his responsibilities or
liabilities under the Hamburg Rules.”


 


“(4) If any term of
this Bill of Lading is repugnant to the Hague-Visby Rules, or Hague Rules, or
Hamburg Rules, as applicable, such term shall be void to that extent but no
further.”


 


“(5) Nothing in this
Bill of Lading shall be construed as in any way restricting, excluding or
waiving the right of any relevant party or person to limit his liability under
any available legislation and/or law.”


 


26

















 


Insurance/ITOPF


 


39.           Owners warrant that the
vessels are now, and will, throughout the duration of the charter:


 


(a)           be owned or demise
chartered by a member of the International Tanker Owners Pollution Federation
Limited;


 


(b)           be properly entered in a P & I Club, being a
member of the International Group of P & I Clubs;


 


(c)           have in place insurance
cover for oil pollution for the maximum on offer through the International
Group of P & l Clubs but always a minimum of United States Dollars
1,000,000,000 (one thousand million);


 


(d)           have in full force and
effect Hull and Machinery insurance placed through reputable brokers on
Institute Time Clauses or equivalent for the market value agreed by Owners and
Charterers.


 


27

















 


Owners will provide,
within a reasonable time following a request from Charterers to do so,
documented evidence of compliance with the warranties given in this Clause 39 .


 


Export
Restrictions


 


40.           The master shall not be
required or bound to sign Bills of Lading for the carriage of cargo to any
place to which export of such cargo is prohibited under the laws, rules or
regulations of the country in which the cargo was produced and/or shipped.


 


Charterers shall procure
that all Bills of Lading issued under this charter shall contain the following
clause:


 


“If any laws rules or
regulations applied by the government of the country in which the cargo was
produced and/or shipped, or any relevant agency thereof, impose a prohibition
on export of the cargo to the place of discharge designated in or ordered under
this Bill of Lading, carriers shall be entitled to require cargo owners
forthwith to nominate an alternative discharge place for the discharge of the
cargo, or such part of it as may be affected, which alternative place shall not
be subject to the prohibition, and carriers shall be entitled to accept orders
from cargo owners to proceed to and discharge at such alternative place. 
If cargo owners fail to nominate an alternative place within 72 hours after
they or their agents have received from carriers notice of such prohibition,
carriers shall be at liberty to discharge the cargo or such part of it as may
be affected by the prohibition at any safe place on which they or the master
may in their or his absolute discretion decide and which is not subject to the
prohibition, and such discharge shall constitute due performance of the
contract contained in this Bill of Lading so far as the cargo so discharged is
concerned”.


 


The foregoing provision
shall apply mutatis mutandis to this charter, the references to a Bill of
Lading being deemed to be references to this charter.


 


Business
Principles


 


41.           (Deleted)


 


Drugs
and Alcohol


 


42.           (a) Owners warrant
that they have in force an active policy covering the vessels which meets or
exceeds the standards set out in the “Guidelines for the Control of Drugs and
Alcohol On Board Ship” as published by the Oil Companies International Marine
Forum (OCIMF) dated January 1990 (or any subsequent modification, version,
or variation of these guidelines) and that this policy will remain in force
throughout the charter period, and Owners will exercise due diligence to ensure
the policy is complied with.


 


28

















 


.               (b) Owners
warrant that the current policy concerning drugs and alcohol on board is
acceptable to ExxonMobil and will remain so throughout the charter period.


 


Oil
Major Acceptability


 


43.           If, at any time during
the charter period, the vessels become unacceptable to any Oil Major,
Charterers shall have the right to terminate the charter.


 


Pollution
and Emergency Response


 


44.           Owners are to advise
Charterers of organisational details and names of Owners personnel together
with their relevant telephone/facsimile/e-mail/telex numbers, including the
names and contact details of Qualified Individuals for OPA 90 response, who may
be contacted on a 24 hour basis in the event of oil spills or emergencies.


 


ISPS
Code/US MTSA 2002


 


45.           (a).     (i)     From the date of coming into force of the
International Code for the Security of Ships and of Port Facilities and the
relevant amendments to Chapter XI of SOLAS (ISPS Code) and the US Maritime
Transportation Security Act 2002 (MTSA) in relation to the Vessel and
thereafter during the currency of this charter, Owners shall procure that both
the Vessel and “the Company” (as defined by the ISPS Code) and the “owner” (as
defined by the MTSA) shall comply with the requirements of the ISPS Code
relating to the Vessel and “the Company” and the requirements of MTSA relating
to the vessel and the “owner”.  Upon
request Owners shall provide documentary evidence of compliance with this Clause
45(a) (i).


 


                (ii)    
Except as otherwise provided in this charter, loss, damage, expense or
delay, caused by failure on the part of Owners or “the Company”/”owner” to
comply with the requirements of the ISPS Code/MTSA or this Clause shall be for
Owners’ account.


 


                (b).     (i)     Charterers shall provide Owners/Master
with their full style contact details and shall ensure that the contact details
of all sub-charterers are likewise provided to Owners/Master.  Furthermore, Charterers shall ensure that all
sub-charter parties they enter into during the period of this charter contain
the following provision:


 


“The
Charterers shall provide the Owners with their full style contact details and,
where sub-letting is permitted under the terms of the charter party, shall
ensure that the contact details of all sub-charterers are likewise provided to
the Owners”.


 


                (ii)    
Except as otherwise provided in this charter, loss, damage, expense or
delay, caused by failure on the part of Charterers to comply with this sub-Clause
45(b) shall be for Charterers’ account.


 


29

















 


                (c).     Notwithstanding
anything else contained in this charter costs or expenses related to security
regulations or measures required by the port facility or any relevant authority
in accordance with the ISPS Code/MTSA including, but not limited to, security
guards, launch services, tug escorts, port security fees or taxes and
inspections, shall be for Charterers’ account, unless such costs or expenses
result solely from Owners’ negligence in which case such costs or expenses
shall be for Owners’ account.  All
measures required by Owners to comply with the security plan required by the
ISPS Code/MTSA shall be for Owners’ account.


 


                (d).     Notwithstanding
any other provision of this charter, the vessels shall not be off-hire where
there is a loss of time caused by Charterers’ failure to comply with the ISPS
code/MTSA (when in force).


 


                (e).     If
either party makes any payment which is for the other party’s account according
to this Clause, the other party shall indemnify the paying party.


 


30

















 


Law and
Litigation


 


46.           (Deleted)


 


Confidentiality


 


47.           All terms and
conditions of this charter arrangement shall be kept private and confidential,
except as required by applicable law


 


Construction


 


48.           The side headings have
been included in this charter for convenience of reference and shall in no way
affect the construction hereof.


 


Additional Clauses: As
attached, shall be incorporated herein.


 


	
  SIGNED FOR OWNERS

  	
   

  	
  SIGNED FOR CHARTERES

  
	
  OSG 243 LLC

  	
   

  	
  OSG 243 CHARTERER LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Jerry Miller

  	
   

  	
  By:

  	
  /s/ Janice K. Smith

  
	
   

  	
  Name: Jerry Miller

  	
   

  	
   

  	
  Name:

  	
  Janice K. Smith

  
	
   

  	
  Title: Manager

  	
   

  	
   

  	
  Title:

  	
  Manager

  



 


 


	
  OSG INDEPENDENCE LLC

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Henry Flinter

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Henry Flinter

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


31

















 


Additional Terms


To the time charter dated April 29,
2008 between: (a) OSG 243 LLC and OSG Independence LLC; and (b) OSG
243 Charterer LLC


 


	
  1.

  	
  Charterhire,
  Payments and Expense

  
	
   

  	
  1.1

  	
  OWNER’S
  BANK

  
	
   

  	
  1.2

  	
  TIME
  CHARTER HIRE RATE

  
	
   

  	
  1.3

  	
  OWNER’S
  ITEMS

  
	
   

  	
  1.4

  	
  COMMISSION

  
	
   

  	
  1.5

  	
  HIRE
  PAYMENT

  
	
   

  	
  1.6

  	
  OPA/COFR
  EXPENSES

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Delivery/Redelivery
  and Trading

  
	
   

  	
  2.1

  	
  DELIVERY

  
	
   

  	
  2.2

  	
  REDELIVERY

  
	
   

  	
  2.3

  	
  TRADING
  AREAS AND EXCLUSIONS

  
	
   

  	
  2.4

  	
  NOTICE
  OF DELIVERY/REDELIVERY

  
	
   

  	
  2.5

  	
  BUNKERS
  ON DELIVERY/REDELIVERY

  
	
   

  	
  2.6

  	
  OFF-HIRE
  PERIOD(S)

  
	
   

  	
  2.7

  	
  BOYCOTT

  
	
   

  	
  2.8

  	
  TRADING
  WHILE OFF-HIRE

  
	
   

  	
  2.9

  	
  DRYDOCKING

  
	
   

  	
  2.10

  	
  LAY-UP

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Vessel Operations, Performance and Warranties

  
	
   

  	
  3.1

  	
  SPILL
  PREVENTION

  
	
   

  	
  3.2

  	
  OILY
  WASTE

  
	
   

  	
  3.3

  	
  SPEEDS/CONSUMPTIONS

  
	
   

  	
  3.4

  	
  HEATING

  
	
   

  	
  3.5

  	
  SHIP
  TO SHIP TRANSFER

  
	
   

  	
  3.6

  	
  CARGO
  MANIFOLDS

  
	
   

  	
  3.7

  	
  CRUDE
  OIL WASH (COW)

  
	
   

  	
  3.8

  	
  INERT
  GAS SYSTEM

  
	
   

  	
  3.9

  	
  SURVEY
  AND SAMPLE

  
	
   

  	
  3.10

  	
  COMMINGLING/BLENDING

  
	
   

  	
  3.11

  	
  CARGO
  RETENTION

  
	
   

  	
  3.12

  	
  LOADING
  WARRANTY

  
	
   

  	
  3.13

  	
  PUMPING
  PERFORMANCE WARRANTY

  
	
   

  	
  3.14

  	
  DRAWINGS/DATA

  
	
   

  	
  3.15

  	
  REMEASUREMENT

  
	
   

  	
  3.16

  	
  ETA

  
	
   

  	
  3.17

  	
  CBM
  MOORING EQUIPMENT

  



 


32

















 


	
   

  	
  3.18

  	
  SEA
  TERMINALS

  
	
   

  	
  3.19

  	
  COMMUNICATION
  EQUIPMENT

  
	
   

  	
  3.20

  	
  INMARSAT
  TRACKING

  
	
   

  	
  3.21

  	
  MANNING

  
	
   

  	
  3.22

  	
  OWNERSHIP/FLAG

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Eligibility and Compliance

  
	
   

  	
  4.1

  	
  APPROVALS

  
	
   

  	
  4.2

  	
  ELIGIBILITY

  
	
   

  	
  4.3

  	
  I.T.F.

  
	
   

  	
  4.4

  	
  DRUG
  AND ALCOHOL POLICY

  
	
   

  	
  4.5

  	
  SOLAS/MARPOL

  
	
   

  	
  4.6

  	
  ITOPF

  
	
   

  	
  4.7

  	
  JAPAN
  MARITIME DISASTER PREVENTION CENTER CERTIFICATES

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Legal Provisions

  
	
   

  	
  5.1

  	
  LAW
  AND LITIGATION

  
	
   

  	
  5.2

  	
  AFFILIATES’
  CLAIMS

  
	
   

  	
  5.3

  	
  ASSIGNMENT

  
	
   

  	
  5.4

  	
  TENDER
  OF NOTICE

  
	
   

  	
  5.5

  	
  INSURANCE

  
	
   

  	
  5.6

  	
  WAR

  
	
   

  	
  5.7

  	
  BILL(S) OF
  LADING/INDEMNITY

  
	
   

  	
  5.8

  	
  CONFIDENTIALITY

  
	
   

  	
  5.9

  	
  LOSS
  OF VESSEL

  
	
   

  	
  5.10

  	
  CONFLICTS
  OF INTEREST

  
	
   

  	
  5.11

  	
  CONTRACT
  INTERPRETATION

  



 


33
















 


1.         Charterhire, Payments and Expense


 


1.1       OWNER’S BANK


 


See
clause 9 of the Shelltime 4 form.


 


 


1.2       TIME CHARTER HIRE RATE


 


See
clause 8 of the Shelltime 4 form


 


1.3       OWNER’S ITEMS


 


It is understood that Owner
shall pay for all customary Owner’s costs including, but not limited to,
sealing ship’s stores, legalization of crew list, gangway, garbage dues, sick
mariner dues, sailor’s home, mission to seamen, lifeboat institution at each
port and, when off hire, fuel for domestic services.  Owner shall be responsible for settling all
of its expenses directly with agents.


 


1.4       COMMISION:


 


None


 


1.5       HIRE PAYMENT


 


Notwithstanding the
provisions of Clause 9 of the Shelltime 4 form, Charterer shall: (a) not
be responsible for any delay or error by Owner’s bank in crediting Owner’s
account provided that Charterer has made proper and timely payments; and (b) be
responsible for any delay or error caused by Charterer’s bank.


 


1.6       OPA/COFR EXPENSES


 


Owner is responsible for
periodic (annual or otherwise) OPA expenses. 
Charterer is responsible for OPA premiums charged on a per call basis.


 


2.         Delivery/Redelivery and Trading


 


2.1       DELIVERY


 


See Clause 4 (d) of the
Shelltime 4 form.


 


2.2       REDELIVERY


 


34

















 


See Clause 4 (d) of the
Shelltime 4 form.


 


2.3       TRADING AREAS AND EXCLUSIONS


 


See Clause 4 of the
Shelltime 4 form.


 


2.4      NOTICE OF
DELIVERY/REDELIVERY


 


.1                 See Clause 5 of the
Shelltime 4 form.


 


2.5       BUNKERS ON DELIVERY/REDELIVERY


 


Bunkers on delivery to be
settled at cost upon Owner’s verification of bunker invoice of cost of
bunkers.  If possible, vessel to be
redelivered with approximately the same quantity fuel oil and gas oil to be
settled at cost upon Charterer’s verification of bunker invoice of cost of
bunkers.  In each case, quantities to be
no less than 300 mt fuel oil and 50 mt gas oil. 
Bunker survey to be held at locations of delivery and redelivery unless
otherwise mutually agreed.  Time and cost
of both surveys to be split 50/50 between Owner and Charterer.  Title of bunkers to pass to Charterer upon
delivery and to Owner upon redelivery.


 


2.6       OFF-HIRE PERIOD(S)


 


Notwithstanding Clause 21(e) of
the Shelltime 4 form, the time charter period may be extended by Charterer for
all or any part of the time that the Vessels are off-hire during the initial
term of the charter. Charterer’s option to add back off-hire time to the time
charter period is to be exercised latest 20 days prior to expiry.


 


2.7       BOYCOTT


 


In addition to the
circumstances described in Clause 21(a)(ii) of the Shelltime 4 form, and
subject to Clause 5.11.B, in the event of Vessels are subject to boycott, are
delayed or rendered inoperative by strikes, labor stoppages or any other
difficulties arising from their flag, ownership, crew or terms of employment of
crew or any other vessel under the same ownership, operation or control, such
time lost is to be considered as off -hire and all expenses incurred thereby,
including fuel consumed during such periods to be for Owner’s account.  Charterer will not send the Vessels to any
port or place where the Vessels are known to be boycotted for such reasons.


 


35

















 


2.8       TRADING WHILE OFF-HIRE


 


Owner may not under any
circumstances trade the Vessels for its own account during any period of
off-hire, unless agreed in advance by Charterer.


 


2.9       DRYDOCKING


 


A.        See clause 22 of the Shelltime 4 form.


 


B.        Emergency Drydocking


 


Should
emergency drydocking be required, Charterer shall allow the Vessels to proceed
to an appropriate port.  Owner shall be
solely responsible for gas freeing the Vessels upon such occasion, and all
towing, pilotage, fuel and other expense incurred while proceeding to and from
and while in drydock shall be for Owner’s account.  Fuel used during such drydocking or repair as
provided in this clause or in proceeding to or from the port of drydocking or
repair, will be charged to Owner by Charterer at the price charged to Charterer
by its bunker supplier at the last supply port.


 


In
case of emergency drydock pursuant to this clause at a port where the Vessels
are to load, discharge or bunker under Charterer’s orders, hire shall be
suspended from the time the Vessels received free pratique on arrival, if in
ballast, or upon completion of discharge of cargo, if loaded, until the Vessels
are again ready for service.  In case of
drydocking at a port other than where the Vessels load, discharge, or bunker
under Charterer’s orders, the following time and bunkers shall be deducted from
hire:  total time and bunkers including repair
port call from the actual voyage from last port of call under Charterer’s order
to next port of call under Charterer’s orders, less theoretical voyage time and
bunkers for the direct voyage from said last port of call to said next port of
call.  The period during which hire is
suspended including drydocking and repairs until the Vessels again come on hire
under the terms hereof shall count as off-hire under the terms of this Charter.


 


C.        Cleaning Costs


 


Regardless
of whether the drydocking is a scheduled or emergency drydocking, any
incremental cleaning time and costs to clean for drydocking shall be for the
Owner’s account.


 


2.10     LAY-UP


 


Charterer shall have the
option with Owner’s approval which is not to be unreasonably withheld, of
laying-up the Vessels at a safe place for all or 


 


36

















 


any portion of the term of
this Charter in which case hire hereunder shall continue to be paid, but there
shall be credited against such hire the whole amount which Owner shall save
during such period of lay-up through reduction in expenses, less any extra
expenses borne by Owner is put as result of such lay-up including, but not
limited to, crew repatriation expenses and to keep the Vessels well and
properly maintained during such lay-up periods. 
All reactivation expenses including but not limited to crew joining
expenses to be for Charterer’s account. 
The place of such lay-up shall be subject to Owner’s approval, not to be
unreasonably withheld.


 


3.         Vessel Operations, Performance
and Warranties


 


3.1       SPILL PREVENTION


 


Prior to commencement of
loading or discharging operations, all overboard lines are to be checked to
ensure that they are securely closed. 
Pumproom stripping line overboard discharges shall be suitably blanked
off before arriving in port.  These
blanks are to be installed and retained in line through the entire period that
the Vessels are in coastal waters.  All
other precautions are to be taken to avoid any spillage and/or leakage.  If during loading or discharging operations
there is any indication of spillage or leakage of oil or CPP cargo, the Vessels
shall immediately cease all pumping operations and notify the Owner’s DPA
(Dedicated Position Ashore), terminal representative(s) and/or Charterer’s
supervisor(s).  The Vessels shall not
resume loading or discharging operations until a thorough investigation is
conducted and appropriate remedies are taken, and any time lost shall be for
Owner’s account, should such spillage or leakage of oil be found to have
occurred due to the negligence of Vessels’ crew or condition of the
Vessels.  Notwithstanding the above,
Owner shall always comply with the terms of Clause 4.2.


 


3.2       OILY WASTE


 


The Vessels shall, during
tank washing, segregate the tank washings into one cargo compartment and after
maximum separation of the free water, discharge the free water overboard to the
extent permitted by applicable international regulations.  Thereafter, Charterer shall be notified of
the amount of oil and water in the segregated tank washings.  On being so notified, Charterer will give
instructions for the disposition of the segregated tank washings and any other
cargo oil residues on board (hereinafter collectively called “residues”).  The residues will, at Charterer’s option, be
pumped ashore at the loading terminal or retained on board during the loaded
passage.


 


If Charterer requires that
the residues be pumped ashore at the loading port(s), any extra expenses
incurred by the Vessels in pumping ashore shall 


 


37

















 


be for Charterer’s
account.  If the residues are to be kept
on board, the Master shall arrange that the quantity be measured in conjunction
with the cargo suppliers, a note of the quantity shall be made in Vessels’
ullage record and a slop certificate shall be issued.  If Charterer requires that the residues be
kept on board, segregated from cargo, they shall, at Charterer’s option, be
discharged at the discharging port(s) in accordance with Charterer’s
instructions.


 


3.3       SPEEDS/CONSUMPTIONS


 


See clause 24 of the
Shelltime 4 form.


 


3.4       HEATING


 


No requirements


 


3.5       SHIP TO SHIP TRANSFER


 


Charterer shall have the
right to perform loading and/or unloading of cargo via ship to ship transfers
(weather permitting and subject to Master’s approval which not to be
unreasonably withheld) at anchor or off any port.  Charterer will provide fenders, hoses and all
other equipment necessary to perform the lighterage operations to Master’s
satisfaction.  Owner agrees to allow
supervisory personnel on board, including mooring master, to assist in the
performance of lighterage operations. 
Any such ship to ship transfer operations shall be conducted in
accordance with the latest edition of OCIMF Ship to Ship Transfer Guide
(Petroleum).


 


Full or partial loading from
or discharge to lighters/barges shall not be considered ship to ship transfers.


 


3.6       CARGO MANIFOLDS


 


Owner warrants that Vessels
shall be equipped with pressure gauges fitted inboard of the valve at each
discharge manifold connection.  Such
gauges shall be maintained in proper working condition and each gauge shall
have a valid test certificate.


 


Owner warrants that all
piping, valves, spools, reducers and other fittings comprising that portion of
Vessels’ manifold system outboard of the last fixed rigid support to the
Vessels’ deck and used in the transfer of cargo, bunkers or ballast, will be
made of steel or nodular iron which shall comply with the most recent Oil
Companies International Marine Forum (“OCIMF”) standards.  The fixed rigid support for the manifold
system 


 


38

















 


must be designed to prevent
both lateral and vertical movement of the manifold.


 


Owner further warrants that
no more than one reducer or spacer will be used between Vessels’ manifold valve
and the terminal hose or loading arm connection in accordance with OCIMF
Guidelines.  The Vessels shall be
equipped to present flanges of 10”, 12” and 16” (ASA) at all manifold
connections on one side of the Vessels.


 


3.7       CRUDE OIL WASH (COW)


 


N/A


 


3.8       INERT GAS SYSTEM


 


N/A


 


3.9       SURVEY AND SAMPLE


 


Charterer’s representative
may survey and take samples from all Vessel tanks at any time, with cost to be
for Charterer’s account.


 


3.10     COMMINGLING/BLENDING


 


Charterer shall have the option
to commingle and blend different grades of cargo as they are loaded into the
Vessels’ tanks, provided that such commingling and blending is within the
Vessels’ technical capabilities and that the Owner/Master consider it safe to
do so.  To the extent that such
commingling and blending operations are executed by the Vessels’ staff in
accordance with the Charterer’s instructions, Owner/Master shall not be
responsible for the quality of cargo resulting from such blending operations.


 


3.11     CARGO RETENTION


 


In the event that any cargo
remains on board upon completion of final discharge, Charterer shall have the
right to invoice an amount equal to the CNF port of discharge value of such
cargo plus freight due with respect thereto provided that the volume of cargo
remaining on board is liquid and pumpable and reachable by Vessels’ fixed
equipment (or would have been but for the fault or negligence of the Owner,
Master, Vessel or her crew including non-compliance with cargo heating
requirements as set forth in this charter party and/or voyage instructions) as
determined by a qualified independent inspector.


 


The findings of the
aforementioned inspector, whether appointed by Charterer, cargo receiver, cargo
Owner, or Owner, shall be binding on both 


 


39

















 


parties.  In making the said invoice, Charterer shall
credit Owner for any quantity of cargo onboard immediately prior to the time of
commencement of loading determined by an independent inspector to have then
been liquid and free flowing to the extent that such quantity does not exceed
the total quantity of cargo ROB upon completion of discharge.


 


3.12     LOADING WARRANTY


 


Owner warrants that Vessels
can routinely load a homogenous cargo at a maximum rate of 36,000 barrels/hour
provided two cargo lines are connected (except for start up and topping up
operation).


 


3.13       PUMPING PERFORMANCE WARRANTY


 


A.        Owner warrants that Vessels are capable of discharging a full cargo in
24 hours (or prorata for part cargo) or maintaining an average pressure of 100
PSI at the Vessels’ manifold throughout the entire period of discharge
excluding stripping and shore facilities permitting.


 


B.        Charterer is to be compensated at the Hourly Rate of Hire for each
hour, or pro rata for each part of an hour, that the Vessels take in excess of
the pumping time allowed per the rates stipulated in sub-paragraph (A) hereof.  In addition, Charterer reserves the right to
order the Vessels from any berth at any time at the Owner’s time and expense
when this warranty is breached.  Owner
will receive no credit or compensation if the Vessels are able to discharge at
a rate greater than those specified above. 
If the terminal or place of discharging does not allow or permit the
Vessels to meet the above warranty, the Master shall forthwith issue a Letter
of Protest (for which the Master, if possible, shall obtain acknowledgement) to
such terminal or place and shall immediately advise Charterer in writing by
telex or facsimile.  If the Master fails
to issue the Letter of Protest, Owner shall be deemed to waive any rights to
contest that time was lost as a result of the Vessels’ failure to comply with
the above pumping warranty.  Any delay to
Vessels’ discharge caused by shore conditions shall be taken into account in
the assessment of pumping performance.


 


3.14       DRAWINGS/DATA


 


The following drawings/data
shall be submitted to Charterer prior to delivery:


 


a)         General Arrangement Plan


b)          Capacity Plan


 


40

















 


c)           Mooring Arrangement


d)          Ballast Piping Diagram/ Arrangement


e)           Cargo Piping Diagram/Arrangement


f)           Any other documents or data requested by Charterer


 


In addition, the OCIMF
questionnaire, Revised Ship Inspection Report (SIRE) Programme of Oil Companies
International Marine Forum, for the vessels is deemed to be fully incorporated
into and forms an integral part of this Time Charter.


 


3.15       REMEASUREMENT


 


Owner to advise all
alternative loadlines and corresponding deadweights/drafts available at the
time of charter. Charterer has the option of requesting Owner to arrange for
remeasurement of Vessels’ deadweight from time to time.  Owner shall make best endeavors to comply
with such request if possible and practical. 
Charterer shall endeavor to notify Owner well in advance and give at
least three working days notice. All time and expenses in connection with the
remeasuring will be borne by Charterer.


 


3.16       ETA


 


Owner will instruct Vessel’s
Master to advise Charterer of Vessels’ Estimated Time of Arrival (ETAs) at load
and discharge ports as instructed by Charterer including but not limited to the
following:


 


Vessels shall advise
load/discharge port terminal (via Agent) of their ETA at each of the following
times:


 


1.         Upon leaving last port of call or 96 hours before arrival whichever is
less.


2.         48 hours before arrival.


3.         24 hours before arrival.


4.         Any time ETA changes by more than 12 hours.


 


Charterer shall not be
liable for any proven and documented lost time or additional port expense with
respect to delays in loading and discharging attributable to the failure of the
Vessels to give notice of their ETA in accordance with this clause or as
otherwise reasonably requested by Charterer and such proven and documented lost
time shall count as off-hire as per Clause 21 (a)(ii).


 


41

















 


3.17       CBM MOORING EQUIPMENT


 


Owner warrants that the
Vessels shall comply with the following requirements throughout the duration of
this Time Charter, except as noted otherwise below:


 


The Vessels have a minimum
of 6 mooring lines or mooring wires mounted on winches as described below.  Each of these mooring lines or wires shall
have a minimum length of 200 meters.  Charterer
has the right to supplement the Vessels’ mooring lines as necessary.


 


Wires/Ropes
on winches:


 


Number:  Seven (7) preferred, six (6) acceptable
provided they are in the correct location (see below).


 


Length:  Three hundred (300) meter required.  The Vessels are equipped with 250 meters.


 


Material:  Nylon or equivalent ropes are not acceptable.
Wire or equivalent synthetic are acceptable.


 


Mounting:  All wires/ropes must be mounted on their
respective winch (see also location below).


 


Certificates:  All wire/rope certificates must be on board
and available for Terminal review upon request.


 


Breaking
Strength:  dependent upon Vessels’
deadweight.


 


Location:  Vessels must be able to run two wires/ropes
from winches located on main deck forward, two (2) from main deck aft, and
three (3) from the poop deck (two (2) may be acceptable).


 


Pendants:  Vessel-furnished pendants must conform to
OCIMF guidelines, i.e., their breaking strength (B.S.) must be equal to one
hundred and thirty-seven percent (137%) of B.S. of wires if made of nylon, or
one hundred and twenty-five percent (125%) of B.S. of wires if made by other
synthetic fibers.


 


Chocks and Double-Horn
Bitts:  Vessels must have two (2) closed
chocks and at least one (1) set of bitts at each mooring location on both
port and starboard side.  Only
double-horn bitts are acceptable.  Roller-type
chocks may be acceptable only if they have been enclosed by welding a
preventive bar on top.  Open-type roller
chocks are not acceptable.


 


42

















 


Winch Brake Holding
Capacity:  Must conform to OCIMF guidelines and must be set at
sixty percent (60%) of the breaking strength of wires/ropes on winch.


 


Secondary
Ropes:  A second set of lines will be run
to each buoy.  Vessels must have on board
a minimum of seven (7) synthetic lines (nylon lines are not acceptable) in
good condition, minimum two hundred (200) meters long and of minimum
seventy-five (75) metric tons breaking strength.


 


Boom:  Minimum fifteen (15) metric ton safe working
load boom or crane required.  The Vessels
are equipped with 5-ton boom.


 


Manifold: 
Vessels must be able safely to connect twelve (12) and/or sixteen (16)
inch hoses.  If reducers are used, all
connections/flanges must be within the boundaries of the containment area under
the manifolds.


 


All
delays, losses and expenses due to non-compliance with this clause will remain
solely for Owner’s account.


 


3.18       SEA TERMINALS


 


Owner warrants that when
calling at a sea terminal, the Vessels will maintain their engines in readiness
and will be loaded and discharged in such a manner that they are able
immediately to shut down cargo operations at any state of loading or
discharging, promptly disconnect hoses, release mooring lines, and proceed to
another anchorage or area.


 


3.19       COMMUNICATION EQUIPMENT


 


Owner warrants that Vessels
shall be equipped with VHF radiotelephone, satellite communications earth
station, facsimile machine,  GMS cellular
telephone, internet e-mail, and such other radio telecommunications equipment
as may be required by international, flag state, and port state regulations.


 


3.20       INMARSAT TRACKING


 


Charterer may employ an
Inmarsat C tracking system on the Vessels. 
All registration and communication costs relating to this tracking
system will be for Charterer’s account. 
Charterer will advise when the system is operative and confirm
termination on redelivery.  Owner to
supply the following information:


 


Inmarsat C number (9 digits
beginning with 4):


Manufacturer, make, etc.:


Model Number:


Terminal S/W version, if
known:


 


43
















 


3.21       MANNING


 


A.        Owner to advise, if so requested, the relief
schedule of Vessels’ senior officers (Master, C/E, C/O and 1/E) and provide to
Charterer the CV of each joining officer showing work experience.


 


B.        Charterer requires Master and chief officer to
have combined minimum experience of five years in rank (Similar for C/E and
1/E).  Exceptions to this requirement may
be discussed on a case by case basis and shall depend on the characteristics of
the Vessels, their trade and past experience on the same class of Vessels.


 


C.        Owner to endeavor, without guarantee, to
maintain operational continuity on Vessels by maintaining the same senior
officers in rotation.


 


D.        Should Charterer identify an issue of concern
relating to the crew, Owner is to take corrective action without delay.


 


E.         Vessel’s senior officers shall be fluent
(written and spoken) in English.


 


3.22       OWNERSHIP/FLAG


 


Owner
undertakes that the Vessels will not change management, flag or be sold or
otherwise disposed of during the currency of this charter without prior
approval of Charterer, not to be unreasonably withheld.


 


4.      Eligibility and Compliance


 


4.1         APPROVALS


 


A.        To the best of Owner’s knowledge at the time
of delivery, the Vessels will be acceptable to Sunoco throughout the term of
this charter


 


B.        Owner will endeavor to maintain all necessary
oil company approvals during the course of this charter.  Should the Vessels not be approved by any
necessary oil company, the Owner will undertake at the earliest opportunity to
adopt all reasonable corrective measures at Owner’s time and expense and obtain
the required approvals, provided, 
however, that Charterer trades the Vessel to ports and/or areas
where the aforesaid oil companies can inspect them if inspection is required to
reinstate their oil company approval.  If
the Owner is unable to obtain the approval of the concerned oil company as a
result of the continued unacceptability of the Vessels, after inspection and
not as a result of inability or want to inspect by the oil company, and as a
consequence, the oil company and the Charterer having proved that despite its
best efforts it is unable to find 


 


44

















 


alternative
employment for the Vessels, Charterer shall have the right to put them off hire
for the actual time lost until alternative employment of no worse value than
that originally identified is found.


 


2          C.        Should Charterer require
other approvals, sufficient time and notice is to be given to Owner who will
then arrange for Vessels’ inspection at Charterer’s own expense.  Failure to obtain approvals shall give
Charterer the right to put the Vessels off hire, and costs to make good the
deficiencies will be for the Owner’s account.


 


4.2         ELIGIBILITY


 


Subject
to Clause 5.11.B, Owner warrants that the Vessels are in all respects eligible
under applicable conventions, laws and regulations for trading to the ports and
places specified in Clause 4 and Clause 2.3, 
and that they shall have on board for inspection by the appropriate
authorities all certificates, records, compliance letters, contingency plans
and other documents required for such service including, but not limited to,
ISM Safety Management Certificate, ISM Document of Compliance, and Certificates
of Financial Responsibility for Oil Pollution. 
Owner further warrants that the Vessels do, and will, fully comply with
all applicable conventions, laws, regulations and ordinances of any
international, national, state or local government entity having
jurisdiction.  In particular, Owner warrants
that for trading to or from ports in the United States, the Vessels do and will
comply with all requirements of the Federal Oil Pollution Act of 1990 (OPA 90),
US Federal Water Pollution Control Act, SOLAS IX (ISM), MARPOL 1973/1978/1983,
Civil Liability Convention and regulations issued pursuant thereto and
effective during the term of this charter party.  Any delays, losses, expenses or damages
arising as a result of failure to comply with this clause shall be for Owner’s
account and, where applicable, shall count as off-hire time per Clause 21.  In the interest of safety, Owner recommends
that the Master observe the recommendations as to traffic separation and
routing which are issued from time to time by the International Maritime
Organization (IMO) as promulgated by the state of the flag of the Vessels or
the state in which the effective management of Vessels is exercised.


 


4.3     I.T.F.


 


Owner
warrants that the officers and crew are employed under an agreement recognized
and approved by the ITF and will remain so throughout the currency of this
Charter Party.  In the event that the
Vessels are subject to boycott by ITF or any other body, or delayed or rendered
inoperative by strikes, labor stoppages/slowdowns or any other difficulties
arising from their flag, ownership, crew or terms of employment of other 


 


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crew
of the same ownership, operations or control, such time lost is to be
considered as off-hire and all expenses incurred thereby, including fuel
consumed during such period to be for Owner’s account.


 


4.4         DRUG
AND ALCOHOL POLICY


 


Owner
warrants that it has a policy on Drug and Alcohol Abuse (“Policy”) applicable
to the Vessels which meets or exceeds the standards in the OCIMF Guidelines for
the Control of Drugs and Alcohol Onboard Ship. 
Under the Policy, alcohol impairment shall be defined as a blood alcohol
content of 40 mg/100 ml or greater: the appropriate seafarers to be tested
shall be the Vessels’ officers and crew and the drug/alcohol testing and
screening shall include unannounced testing in addition to routine medical
examinations.  An objective of the policy
should be that the frequency of the unannounced testing be adequate to act as
an effective abuse deterrent and that officers and crew be tested at least once
a year through a combined program of unannounced testing and routine medical
examinations.  Owner further warrants
that the Policy will remain in effect during the term of this Charter and that
Owner shall exercise due diligence to ensure that the Policy is followed.  It is understood that an actual impairment,
or any test finding of impairment, shall not in and of itself mean Owner has
failed to exercise due diligence. 
Persons who test positive, refuse to test, or are unfit for duty
(impaired because of drug or alcohol use) shall be removed from the Vessels and
shall not be reassigned to them or to any other vessel on charter to Charterer
or its affiliates.


 


4.5       SOLAS/MARPOL


 


N/A


 


4.6         ITOPF


 


Owner warrants that it is a member of the
International Tanker Owner’s Pollution Federation (“ITOPF”) and that Owner will
retain such membership during the term of this Charter.  Owner further warrants that the Vessels shall
be in full compliance with the 1992 Civil Liability Convention (CLC) and the
1992 Fund Convention during the term of this Charter.


 


5.       Legal Provisions


 


5.1         LAW AND LITIGATION


 


Any
and all disputes arising out of or relating to this contract shall be
arbitrated in the City of New York before a board of three persons, 


 


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consisting
of one arbitrator to be appointed by the Owner, one arbitrator by the
Charterer, and one by the two so chosen who will act in the capacity as
procedural chairman.  Their decision or
that of any two of them shall be final and binding, and for the purpose of
enforcing the award, this agreement and the award may be made a rule of
the court.  Either party may call for
such arbitration by service upon the other, wherever it may be found, in the
form of a written notice specifying the nature of the claim and the name and
contact details of their appointed arbitrator. 
If the other party shall not, by written notice served on the first
moving party within 20 days of the service of such first notice, appoint its
arbitrator to arbitrate the disputes or differences specified, then the first
moving party shall have the right without further notice to appoint a second
arbitrator with precisely the same force and effect as if said second
arbitrator had been appointed by the other party.  Awards by the panel, or a majority thereof,
may include costs and reasonable attorneys fees.  The arbitration proceedings shall be
conducted in accordance with the rules of the Society of Maritime
Arbitrators, Inc. and the applicable law will be the Federal Maritime Law
of the United States.


 


5.2         AFFILIATES’ CLAIMS


 


A.        If, whether directly or indirectly, any
breach of this charter by Owner shall cause any company or companies which, at
the date of this charter, is or are associated with and/or affiliated to
Charterer to suffer any loss or damage whatsoever or incur any liability
whatsoever to any third party, Owner shall be liable to Charterer to the full
extent of Charterers’ Affiliates’ or Associates’ losses and/or damages and/or
liabilities including those arising under any bill of lading issued under this
Charter and Charterer shall be entitled to claim in respect thereof in
accordance with the Arbitration Clause of this charter.  Charterer warrants that any sums actually
recovered by it in respect of its Affiliates’ or Associates’ losses and/or
damages and/or liabilities shall be received by it for the account of such
Affiliates and/or Associates, in reduction and/or mitigation of their loss.


 


B.        If a Bill of Lading issued under this charter
is negotiated or assigned to Charterer, all claims asserted by Charterer
against Owner under the Bill of Lading shall be subject to arbitration in
accordance with the terms of the Arbitration Clause of the charter.


 


5.3         ASSIGNMENT


 


Charterer
may sub-charter or assign this charter to any individual or company, but
Charterer shall always remain responsible for the due 


 


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fulfillment
of this Charter.  Unless Charterer
provides its express written consent, not to be unreasonably withheld, Owner
may not assign this Charter or its obligations hereunder and any such
assignment will be void.


 


5.4         TENDER OF NOTICE


 


Any
notice due under this charter shall be sent on open CC format by each
authorized party via fax or email as below or as otherwise instructed by the
parties.


 


For Owner: 
OSG 300 LLC and OSG Liberty LLC


Fax: 212-251-1180


Email: PPopov@OSG.Com


 


For
Charterer: OSP 300 LLC


Fax:
813-221-2649


Email:
Fgordon@OSG.com


 


5.5         INSURANCE


 


Owner warrants that from the
time the obligation to proceed to the loading port(s) and throughout the
Vessels’ service under this Charter Party, they shall be insured at Owner’s
expense for:


 


·      Hull and Machinery Insurance including
collision liability with a limit equal to or greater than Owner’s yearly
declared value of the Vessels. Such insurance to waive all rights of
subrogation against Charterer to the extent of the liabilities and/or indemnity
obligations assumed by Owner under this Charter.


 


·      Protection and Indemnity Insurance on a full
entry basis with an International Group P&I Club.  Such insurance shall include, but not be
limited to: coverage for injuries to or death of masters, mates and crew;
collision liabilities not insured under the H&M policy, excess collision
liabilities, cargo legal liabilities and pollution liabilities.  The limit of such insurance shall be as
established by the rules of the International Group of P&I Clubs
except for pollution liabilities which shall be limited to the maximum
pollution limit offered through the P&I Clubs of the International Group
(currently US $1 billion).


 


·      Hull and P&I war risk insurance with a
limit of not less than the Owner’s yearly declared value of the Vessels. Such
insurance to waive all rights of subrogation against Charterer to the extent of
the liabilities and/or indemnity obligations assumed by Owner under this
Charter.


 


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Any additional, per voyage,
Hull and Machinery or Protection and Indemnity, War Risk insurance premiums or
required crew bonuses, which are specifically applicable to a particular port
or location to which the Charterer directs the Vessels shall be for Charterer’s
account (provided always that Charterer is given notice of the amount of such
additional premiums prior to the Vessels entering the area to which the
additional coverage and premiums apply, and that the benefit of all discounts
on such premiums received by Owner from its War Risks insurers, underwriters or
brokers are credited to Charterer in full and that Owner obtains from its
insurers waivers of subrogation against Charterer in respect of any claims by
Owner under its war risk insurance arising out of compliance with such
orders).  Charterer shall reimburse Owner
any amounts due under this Clause upon receipt of Owner’s invoice together with
full supporting documentation including all associated debit and credit notes.


 


If so requested by
Charterer, Owner shall promptly furnish to the Charterer proper evidence of
such insurance.  This warranty is to be
regarded as an essential part of this Charter Party, which is conditional on
its truth or performance, so that its breach entitles Charterer, at its option,
to terminate the Charter Party and/or to recover any damages allowable.  Such insurance shall be maintained in full
force and effect for the duration of this Charter Party.


 


5.6         WAR


 


This clause reprints BIMCO CONWARTIME 93 except for strikeouts of
subclause (d)(i),(ii) and (e) which are addressed by clause 5.5.


 


(a)   For the
purpose of this clause, the words:


 


(i)              “Owner”
shall include the ship Owner, bareboat charterer, disponent Owner, managers or
other operators who are charged with the management of the Vessel, and the
Master; and


 


(ii)             “War
Risks” shall include any war (whether actual or threatened), act of war, civil
war, hostilities, revolution, rebellion, civil commotion, warlike operations,
the laying of mines (whether actual or reported), acts of piracy, acts of
terrorists, acts of hostility or malicious damage, blockades (whether imposed
against all Vessels or imposed selectively against Vessels of certain flags or
Ownership, or against certain cargoes or crews or otherwise howsoever), by any
person, body, terrorist or political group, or the Government of any state
whatsoever, which, in the reasonable judgment of the Master and/or the Owner,
may be dangerous or are likely to be or to become dangerous to Vessel, her
cargo, crew or other persons on board the Vessel.


 


(b)   The Vessels,
unless the written consent of the Owner be first obtained, 


 


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shall
not be ordered to or required to continue to or through, any port, place, area
or zone (whether of land or sea), or any waterway or canal, where it appears
that Vessels, their cargo, crew or other persons on board them l, in the
reasonable judgment of the Master and/or the Owner, may be, or are likely to
be, exposed to War Risks.  Should the
Vessels be within any such place as aforesaid, which only becomes dangerous, or
is likely to be or to become dangerous, after her entry into it, they shall be
at liberty to leave it.


 


(c)   The Vessels
shall not be required to load contraband cargo, or to pass through any
blockade, whether such blockade be imposed on all Vessels, or is imposed
selectively in any way whatsoever against Vessels of certain flags or
Ownership, or against certain cargoes or crews or otherwise howsoever, or to
proceed to an area where they shall be subject, or is likely to be subject to a
belligerent’s right of search and/or confiscation.


 


(f)         The Vessels shall have liberty:-


 


(i)        To comply with all orders, directions, recommendations or advice as to
departure, arrival, routes, sailing in convoy, ports of call, stoppages,
destinations, discharge of cargo, delivery, or in any other way whatsoever,
which are given by the Government of the Nation under whose flag the Vessels
sail, or other Government to whose laws the Owner is subject, or any other
Government, or any other body or group whatsoever acting with the power to
compel compliance with their orders or directions;


 


(ii)       To comply with the order, directions or recommendations of any war
risks underwriters who have the authority to give the same under the terms of
the war risks insurance;


 


(iii)      To comply with the terms of any resolution of the Security Council of
the United Nations, any directives of the European Community, the effective
orders of any other Supranational body which has the right to issue and give
the same, and with national laws aimed at enforcing the same to which the Owner
are subject, and to obey the orders and directions of those who are charged
with their enforcement;


 


(iv)      To divert and discharge at any other port a cargo or part thereof which
may render the Vessels liable to confiscation as a contraband carrier;


 


(v)       To divert and call at any other port to change the crew or any part thereof
or other persons on board the Vessels when there is reason to believe that they
may be subject to internment, imprisonment or other sanctions.


 


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(g)           If in accordance with their rights under the foregoing provisions of
this clause, the Owner shall refuse to proceed to the loading or discharging
ports, or any one or more of them, they shall immediately inform the
Charterer.  No cargo shall be discharged
at any alternative port without first giving the Charterer notice of the Owner’s
intention to do so and requesting them to nominate a safe port for such
discharge.  Failing such nomination by
the Charterer within 48 hours of the receipt of such notice and request, the
Owner may discharge the cargo at any safe port of their own choice.


 


(h)           If in compliance with any of the provisions of subclauses (b) to (f) of
this Clause anything is done or not done, such shall not be deemed a deviation,
but shall be considered as due fulfillment of this Charter.


 


5.7       BILL(S) OF LADING/INDEMNITY


 


The discharge port(s) shown in the original Bill of
Lading shall not constitute a declaration of discharge port(s) and
Charterer shall have the right to order the Vessels to any port(s) within
the terms of this Charter Party.


 


If Charterer
requests Owner to deliver cargo at a discharge port or place:


 


(1)   Without prior presentation to the Vessels at the discharge
port or place of one of the original Bills of Lading issued for the cargo, duly
endorsed, and/or


 


(2)   At a discharge port or place other than that specifically
named in said Bills of Lading,


 


Charterer
hereby indemnifies Owner, without further invocation, against claims brought by
holders of original Bills of Lading against Owner in accordance with Owner’s
letter of indemnity wording from Owner’s P&I Club which must be member of
the International Group of P&I Clubs. 
Owner and Charterer agree that any requirement contained in the above
referenced “letter of indemnity” wording for a bank guarantee is hereby
waived.  For consistency, letter of
indemnity choice of law and dispute resolution procedure is deemed to be as
provided under this charterparty Clause 5.1


 


5.8       CONFIDENTIALITY


 


The
terms and conditions of this Time Charter shall remain private and
confidential.


 


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5.9       LOSS OF
VESSEL


 


Should
the Vessels be lost, or be missing and presumed lost, hire shall cease at the
time of her loss, or if such time is unknown, at the time when the Vessels were
last heard from. If the Vessels should become a Constructive Total Loss (“CTL”),
hire shall cease at the time of the casualty resulting in such loss.  In either case, any hire paid in advance and
not earned shall be returned to Charterer. 
If the Vessels should be missing when a payment of hire would otherwise
be due, such payment shall be postponed until the safety of the Vessels are
ascertained.  If the Vessels should
become a CTL, Charterer shall have the option to cancel this Charter on written
notice to Owner.  The Vessels shall be
deemed a CTL under this Charter when the cost of recovering and repairing them
is reasonably estimated to exceed their value when repaired, without taking
into consideration any value of this Charter.


 


5.10     CONFLICTS
OF INTEREST


 


No
director, employee or agent of Owner shall give or receive any commission, fee,
rebate, gift or entertainment of significant cost or value in connection with
this Charter Party (other than brokerage commissions and other commissions and
fees described in this Charter Party), or enter into any other business
arrangement with any director, employee or agent of Charterer or any of its
affiliates without prior written notification to Charterer.  Any representative(s) authorized by
Charterer may audit any and all records of Owner for the sole purpose of
determining whether there has been compliance with this clause.


 


5.11       CONTRACT INTERPRETATION


 


A.        The headings of these clauses are inserted
for convenience of reference and shall be ignored in the interpretation and
construction of this Charter.  In the
event of any conflict between these rider clauses and Shelltime 4 provisions,
these rider clauses shall take precedence. 
This Time Charter agreement constitutes the entire agreement among the
parties and supercedes any earlier agreements and discussions.  Any amendments to this Time Charter must be
in writing from authorized persons.


 


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