Exhibit 10.10


 


Code
word for this Charter Party


“SHELLTIME
4”


 


Issued December 1984
amended December 2003


 


Time
Charter Party


New
York


 April 29, 2008


 


IT IS
THIS DAY AGREED between : (A) OSG 242 LLC in its capacity as the owner of
the barge OSG-242 (the “Barge”) and OSG Columbia LLC in its capacity as the
Owner of the tug Columbia (the “Tug”) of Delaware (hereinafter referred to as “Owners”),
as the Barge and Tug each a “vessel” and together “the vessels”) described as
per Clause 1 hereof; and (B) OSG 242 Charterer LLC of Delaware
(hereinafter referred to as “Charterers”):


 


Description
and Condition of Vessel


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


Safety
Management


 


(j)    Owners
will operate:


 


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


 


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


 


(iii)  a documented environmental
management system;


 


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


 


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


 


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


 


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


 


Shipboard
Personnel and their Duties


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)    prosecute all voyages with the
utmost despatch;


 


(ii)   render all customary
assistance; and


 


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


 


Duty to
Maintain


 


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


 


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


 


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


 


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


 


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


 


(e)   If, in Charterers reasonably
held view:


 


(i)    failure of an inspection, or,


 


(ii)   any finding of an inspection,


 


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


 


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


 


Period,
Trading Limits and Safe Places


 


4.     (a)   Owners agree to let and Charterers agree to hire the
vessels for a period commencing on or about April 1, 2008 and ending on or
about December 31, 2009 plus or minus 30 days in
Charterers’ option commencing from the time and date of delivery of the
vessels, for the purpose of carrying all lawful merchandise (subject always to Clause
28) including in particular clean petroleum products:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Laydays/Cancelling


 


5.     The vessels shall not be
delivered to Charterers before April 29, 2008
and Charterers shall have the option of cancelling this charter if the vessels
are not ready and at their disposal on or before 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 Clause 21 or 22);
and provided further that any fuel used in connection with a general average
sacrifice or expenditure shall be paid for by Owners. OPA charges to be paid by
Charterers, COFR to be arranged and paid for by Owners.


 


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


 


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


 


Rate of
Hire


 


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


 


Payment
of Hire


 


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


 


to:           Fifth
Third Bank


Cincinatti,
Ohio


Account:  ABA
#042000314


For
Credit to Account No. 09990203987


in the
name of OSG America Operating Company LLC


 


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


 


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


 


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


 


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


 


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


 


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In default of such proper
and timely payment:


 


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


 


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


 


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Space
Available to Charterers


 


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


 


Segregated
Ballast


 


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


 


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


 


Instructions
and Logs


 


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


 


Bills of
Lading


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Conduct
of Vessel’s Personnel


 


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


 


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Bunkers
at Delivery and Redelivery


 


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


 


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


 


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


 


Stevedores,
Pilots, Tugs


 


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


 


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


 


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


 


Super-Numeraries


 


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


 


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Sub-letting/Assignment/Novation


 


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


 


Final
Voyage


 


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


 


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


 


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


 


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


 


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


 


Loss of
Vessel


 


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


 


Off-hire


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


Periodical
Drydocking


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


Ship
Inspection


 


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


 


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


 


18

















 


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


 


Detailed
Description and Performance


 


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


 


Salvage


 


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


 


19

















 


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


 


Lien


 


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


 


Exceptions


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


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


 


Injurious
Cargoes


 


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


 


Grade of
Bunkers


 


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


 


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


 


21

















 


Disbursements


 


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


 


Laying-up


 


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


 


Requisition


 


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


 


Outbreak
of War


 


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


 


Additional
War Expenses


 


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


 


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


 


22
















 


War
Risks


 


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


 


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


 


23

















 


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


 


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


 


Both
to Blame Collision Clause


 


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


 


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


 


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


 


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


 


New
Jason Clause


 


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


 


24

















 


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


 


“In the event of
accident, danger, damage or disaster before or after the commencement of the
voyage, resulting from any cause whatsoever, whether due to negligence or not,
for which, or for the consequence of which, the carrier is not responsible by
statute, contract or otherwise, the cargo, shippers, consignees or owners of
the cargo shall contribute with the carrier in general average to the payment
of any sacrifices, losses or expenses of a general average nature that may be
made or incurred and shall pay salvage and special charges incurred in respect
of the cargo.”


 


25

















 


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


 


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


 


Clause
Paramount


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


Insurance/ITOPF


 


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


 


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


 


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


 


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


 


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


 


27

















 


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


 


Export
Restrictions


 


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


 


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


 


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


 


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


 


Business
Principles


 


41.   (Deleted)


 


Drugs
and Alcohol


 


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


 


28

















 


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


 


Oil
Major Acceptability


 


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


 


Pollution
and Emergency Response


 


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


 


ISPS
Code/US MTSA 2002


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


30

















 


Law
and Litigation


 


46.     (Deleted)


 


Confidentiality


 


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


 


Construction


 


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


 


	
  Additional Clauses:

  	
  As attached, shall be
  incorporated herein.

  



 


 


	
  SIGNED
  FOR OWNERS

  	
  SIGNED
  FOR CHARTERES

  
	
  OSG 242
  LLC

  	
  OSG 242
  CHARTERER LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
           /s/
  James I. Edelson

  	
   

  	
  By:

  	
  /s/ Janice K. Smith

  
	
   

  	
  Name:James I. Edelson

  	
   

  	
  Name:

  	
  Janice K. Smith

  
	
   

  	
  Title: Manager

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OSG
  COLUMBIA LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
          /s/
  Jerry Miller

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jerry Miller

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  	
   

  	
   

  
							



 


31

















 


Additional Terms


To the time charter dated April 29,
2008 between: (a) OSG 242 


LLC and OSG Columbia LLC; and (b) OSG
242 Charterer LLC


 


1.     Charterhire, Payments and Expense


1.1      OWNER’S BANK


1.2      TIME CHARTER HIRE RATE


1.3      OWNER’S ITEMS


1.4      COMMISSION


1.5      HIRE PAYMENT


1.6      OPA/COFR EXPENSES


 


2.     Delivery/Redelivery and Trading


2.1      DELIVERY


2.2      REDELIVERY


2.3      TRADING AREAS AND EXCLUSIONS


2.4      NOTICE OF DELIVERY/REDELIVERY


2.5      BUNKERS ON DELIVERY/REDELIVERY


2.6      OFF-HIRE PERIOD(S)


2.7      BOYCOTT


2.8      TRADING WHILE OFF-HIRE


2.9      DRYDOCKING


2.10    LAY-UP


 


3.     Vessel Operations, Performance and Warranties


3.1      SPILL PREVENTION


3.2      OILY WASTE


3.3      SPEEDS/CONSUMPTIONS


3.4      HEATING


3.5      SHIP TO SHIP TRANSFER


3.6      CARGO MANIFOLDS


3.7      CRUDE OIL WASH (COW)


3.8      INERT GAS SYSTEM


3.9      SURVEY AND SAMPLE


3.10    COMMINGLING/BLENDING


3.11    CARGO RETENTION


3.12    LOADING WARRANTY


3.13    PUMPING PERFORMANCE WARRANTY


3.14    DRAWINGS/DATA


3.15    REMEASUREMENT


3.16    ETA


 


32

















 


3.17    CBM MOORING EQUIPMENT


3.18    SEA TERMINALS


3.19    COMMUNICATION EQUIPMENT


3.20    INMARSAT TRACKING


3.21    MANNING


3.22    OWNERSHIP/FLAG


 


4.     Eligibility and Compliance


4.1      APPROVALS


4.2      ELIGIBILITY


4.3      I.T.F.


4.4      DRUG AND ALCOHOL POLICY


4.5      SOLAS/MARPOL


4.6      ITOPF


4.7      JAPAN MARITIME DISASTER PREVENTION CENTER
CERTIFICATES


 


5.     Legal Provisions


5.1      LAW AND LITIGATION


5.2      AFFILIATES’ CLAIMS


5.3      ASSIGNMENT


5.4      TENDER OF NOTICE


5.5      INSURANCE


5.6      WAR


5.7      BILL(S) OF LADING/INDEMNITY


5.8      CONFIDENTIALITY


5.9      LOSS OF VESSEL


5.10    CONFLICTS OF INTEREST


5.11    CONTRACT INTERPRETATION


 


33

















 


1.     Charterhire, Payments and Expense


 


1.1   OWNER’S BANK


 


See clause 9 of the Shelltime 4 form.


 


1.2   TIME CHARTER HIRE RATE


 


See clause 8 of the Shelltime 4 form


 


1.3   OWNER’S ITEMS


 


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


 


1.4   COMMISION:


 


None


 


1.5   HIRE PAYMENT


 


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


 


1.6   OPA/COFR EXPENSES


 


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


 


2.     Delivery/Redelivery
and Trading


 


2.1   DELIVERY


 


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


 


2.2   REDELIVERY


 


34

















 


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


 


2.3   TRADING AREAS AND EXCLUSIONS


 


See Clause 4 of the Shelltime 4 form.


 


2.4  NOTICE OF DELIVERY/REDELIVERY


 


.1     See
Clause 5 of the Shelltime 4 form.


 


2.5   BUNKERS ON DELIVERY/REDELIVERY


 


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


 


2.6   OFF-HIRE PERIOD(S)


 


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


 


2.7   BOYCOTT


 


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


 


35

















 


2.8   TRADING WHILE OFF-HIRE


 


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


 


2.9   DRYDOCKING


 


A.        See clause 22 of the Shelltime 4 form.


 


B.        Emergency Drydocking


 


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


 


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


 


C.        Cleaning Costs


 


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


 


2.10     LAY-UP


 


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


 


36
















 


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


 


3.         Vessel Operations, Performance
and Warranties


 


3.1       SPILL
PREVENTION


 


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


 


3.2       OILY
WASTE


 


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


 


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


 


37

















 


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


 


3.3       SPEEDS/CONSUMPTIONS


 


See
clause 24 of the Shelltime 4 form.


 


3.4       HEATING


 


No
requirements


 


3.5       SHIP TO
SHIP TRANSFER


 


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


 


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


 


3.6       CARGO
MANIFOLDS


 


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


 


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


 


38

















 


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


 


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


 


3.7       CRUDE OIL WASH (COW)


 


N/A


 


3.8       INERT GAS SYSTEM


 


N/A


 


3.9       SURVEY AND SAMPLE


 


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


 


3.10     COMMINGLING/BLENDING


 


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


 


3.11     CARGO RETENTION


 


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


 


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


 


39

















 


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


 


3.12     LOADING WARRANTY


 


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


 


3.13       PUMPING PERFORMANCE WARRANTY


 


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


 


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


 


3.14       DRAWINGS/DATA


 


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


 


a)         General Arrangement Plan


b)        Capacity Plan


 


40

















 


c)         Mooring Arrangement


d)        Ballast Piping Diagram/ Arrangement


e)         Cargo Piping Diagram/Arrangement


f)         Any other documents or data requested by
Charterer


 


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


 


3.15       REMEASUREMENT


 


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


 


3.16       ETA


 


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


 


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


 


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


2.         48 hours before arrival.


3.         24 hours before arrival.


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


 


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


 


41

















 


3.17       CBM MOORING EQUIPMENT


 


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


 


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


 


Wires/Ropes on winches:


 


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


 


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


 


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


 


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


 


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


 


Breaking Strength: 
dependent upon Vessels’ deadweight.


 


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


 


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


 


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


 


42

















 


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


 


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


 


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


 


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


 


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


 


3.18       SEA TERMINALS


 


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


 


3.19       COMMUNICATION EQUIPMENT


 


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


 


3.20       INMARSAT TRACKING


 


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


 


Inmarsat
C number (9 digits beginning with 4):


Manufacturer,
make, etc.:


Model
Number:


 


43

















 


Terminal
S/W version, if known:


 


3.21       MANNING


 


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


 


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


 


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


 


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


 


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


 


3.22       OWNERSHIP/FLAG


 


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


 


4.   Eligibility and Compliance


 


4.1         APPROVALS


 


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


 


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


 


44

















 


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


 


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


 


4.2         ELIGIBILITY


 


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


 


4.3         I.T.F.


 


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


 


45

















 


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


 


4.4         DRUG
AND ALCOHOL POLICY


 


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


 


4.5       SOLAS/MARPOL


 


N/A


 


4.6         ITOPF


 


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


 


5.       Legal Provisions


 


5.1         LAW AND LITIGATION


 


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


 


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


 


5.2         AFFILIATES’ CLAIMS


 


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


 


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


 


5.3         ASSIGNMENT


 


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


 


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


 


5.4         TENDER OF NOTICE


 


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


 


For Owner: 
OSG 300 LLC and OSG Liberty LLC


Fax: 212-251-1180


Email: PPopov@OSG.Com


 


For
Charterer: OSP 300 LLC


Fax:
813-221-2649


Email:
Fgordon@OSG.com


 


5.5       INSURANCE


 


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


 


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


 


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


 


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


 


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


 


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


 


5.6         WAR


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)          The
Vessels shall have liberty:-


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.7       BILL(S) OF LADING/INDEMNITY


 


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


 


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


 


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


 


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


 


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


 


5.8       CONFIDENTIALITY


 


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


 


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5.9       LOSS OF
VESSEL


 


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


 


5.10     CONFLICTS
OF INTEREST


 


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


 


5.11       CONTRACT INTERPRETATION


 


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


 


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