Exhibit 10.8


 


Code
word for this Charter Party


“SHELLTIME
4”


 


Issued December 1984
amended December 2003


 


Time
Charter Party


New
York


April 1,
2008


 


IT IS
THIS DAY AGREED between : (A) OSG 300 LLC in its capacity as the owner of
the barge M-300 (the “Barge”) and OSG Liberty LLC in its capacity as the Owner
of the tug Liberty (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) OSP 300 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;


 


1

















 


(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.


 


2

















 


(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.


 


3

















 


(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 1, 2008 and ending on or about July 14, 2008 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 


 


4

















 


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.


 


5

















 


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


 


at Owners’ option and
redelivered to Owners dropping outward pilot at a port in Delaware
Bay,


 


at Charterers’ option.


 


(e)                    The vessels
will deliver with last cargo(es) of crude oil
and will redeliver with last cargo(es) of crude oil


 


(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 1,
2008 and Charterers shall have the option of cancelling this
charter if the vessels are not ready and at their disposal on or before April 28, 2008


 


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


 


6

















 


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.


 


7

















 


(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 $16,250 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:                                  JPMorgan Chase Bank


New York,
New York


Account:  ABA #021000021


For
Credit to Account No. 232-2-407251


in the
name of OSG Bulk Ships, Inc.


 


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.


 


8

















 


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.


 


9
















 


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.


 


10

















 


(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,


 


11

















 


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.


 


12

















 


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.


 


13

















 


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.


 


14

















 


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;


 


15

















 


(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.


 


16

















 


(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.


 


17

















 


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;


 


18

















 


(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;


 


19
















 


(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.


 


20

















 


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 


 


21

















 


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.


 


22

















 


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.


 


23

















 


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.


 


24

















 


(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 


 


25

















 


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.”


 


26

















 


“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.”


 


27

















 


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.


 


28

















 


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.


 


29
















 


.        (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.


 


30

















 


(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.


 


31

















 


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 300 LLC

  	
   

  	
  OSP 300 LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James I. Edelson

  	
   

  	
  By:

  	
  /s/ Jerry Miller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:James I. Edelson

  	
   

  	
   

  	
  Name:

  	
  Jerry Miller

  
	
   

  	
  Title:  Manager

  	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OSG LIBERTY LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Myles R. Itkin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Myles R. Itkin

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  	
   

  
								



 


32

















 


Additional Terms


To the time charter dated April 1,
2008 between: (a) OSG 300 LLC and OSG Liberty LLC; and (b) OSP 300
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

  	
   

  
					



 


33

















 


	
   

  	
  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

  	
   

  



 


34

















 


	
  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.


 


35

















 


2.2       REDELIVERY


 


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.


 


36

















 


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 


 


37

















 


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 


 


38

















 


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 


 


39

















 


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 


 


40

















 


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


 


41
















 


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).


 


42

















 


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.


 


43





















 


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:


 


44

















 


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 


 


45

















 


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


 


46

















 


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, 


 


47

















 


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 


 


48

















 


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.


 


49

















 


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, 


 


50

















 


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.

  



 


51

















 


(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.


 


52

















 


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.


 


53