Exhibit 10.15  BIMCO
STANDARD BAREBOAT CHARTER CODE
NAME: BARECON 2001 PART I  1.     Shipbroker N/A  2.     Place and date New York, New York November 22  2008  3.     Owners/Place of business (CI. 1) OSG 400 LLC in its capacity as the owner of the barge OSG 400 (the
Barge) and OSG Constitution LLC in Its capacity as the owner of the tug OSG
Constitution (the Tug) (hereinafter referred to as Owners) 302 Knights Run Ave  Suite 1200 Tampa, FL 33602 each A Delaware Company  4.     Bareboat Charterers/Place of business (CI.
1) OSP 400 LLC 302 Knights Run Ave  Suite 1200 Tampa, FL 33602 or A Delaware Company  5.     Vessels name, call sign and flag (CI. 1
and 3) OSG 400, WDD6731, United States OSG Constitution, WDD6580 United States  6.     Type of Vessel Tank Barge  7.     GT/NT Barge  27,471 / 20,182 Tug  1513 / 453  8.     When/Where built Barge: Galveston Shipbuilding Company / March 01, 1981 Tug:     Slidell, LA  9.     Total DWT (abt.) in metric tons on summer
freeboard Barge  54,062 on 2.05 Metres Tug  1548  10.   Classification Society (CI. 3) American Bureau of Shipping A1, Tank Barge  11.   Date of last special survey by the Vessels
classification society Barge - August 25, 2006 Tug    - August 31, 2008  12.   Further particulars of Vessel (also indicate minimum number of months
validity of class certificates agreed acc. to CI. 3) OSG 400  644 x 105 x 47.9D. 
O.N. 632920 IMO  G.S.C. 124. OSG Constitution  145 x 46 x 30D  O.N. 538087 IMO  7209447.  13.   Port or Place of delivery (CI. 3) Philadelphia, Pennsylvania  14.   Time for delivery (CI. 4) November 22, 2008  15.   Cancelling date (CI. 5) As Mutually Agreed  16.   Port or Place of delivery (CI. 15) Mutually Agreed U.S. Port  17.   No. of months validity of trading and
class certificates Upon redelivery (CI, 15) Minimum 2 days  18.   Running days notice if other than stated in CI.
4 N/A  19.   Frequency of dry-docking (CI. 10(g)) As per class requirements  20.   Trading Limits (CI. 6) East Coast of United States, North of Hatteras  21.   Charter period (CI. 2) See Clause 35  22.   Charter hire (CI. 11) See Clause 39  23.   New class and other safety requirements
(state percentage of Vessels insurance value acc. To Box 29)(CI.
10(a)(ii)) See Clause 38(c)  24.   Rate of interest payable acc. To CI. 11 (f) and,
if applicable, acc. to PART IV N/A  25.   Currency and method of payment (CI. 11) USD monthly in advance by wire transfer  1


BARECON
  2001 STANDARD BAREBOAT CHARTER
  PART I  26.   Place of payment; also state beneficiary and
bank account (CI. 11) JPMorgan Chase Bank New York, New York ABA # 021000021 For
Credit to Account #232-2-407251 in the name of OSG Bulk Ships, Inc.  27.   Bank guarantee/bond (sum and place)  (CI. 24) (optional) N/A  28.   Mortgage(s), if any (state whether 12(a) or (b) applies;
if 12(b)applies state date of Financial Instrument and name of Mortgagee(s)/Place
of business) (CI. 12) N/A  29.   Insurance (hull and machinery and war risks) (state value acc. to CI.
13(f) or, if applicable, acc. to CI. 14(k)) (also state if CI. 14
applies) See Clause 13; Clause 14 does Not apply  30.   Additional insurance cover, if any, for
Owners account limited to (CI. 13(b) N/A  31.   Additional insurance cover, if any, for
Charterers account limited to (CI. 13(b) N/A  32.   Latent defects (only to be filled in if
period other than stated in CI. 3 N/A  33.   Brokerage commission and to whom payable (CI.
27) N/A  34.   Grace period (state number of clear banking
days) (CI. 28) N/A  35.   Dispute Resolution (state 30(a), 30(b) or
30(c); if 30(c) agreed Place of Arbitration must be
stated (CI. 30) New York Law, New York Arbitration  36.   War cancellation (indicate countries agreed)
(CI. 26(f) N/A  37.   Newbuilding Vessel (indicate with yes or
no whether PART IIIapplies) (optional) NO  38.   Name and place of Builders (only to be filled
in if PART III applies) N/A  39.   Vessels Yard Building No. (only to be
filled in if PART III applies) N/A  40.   Date of Building Contract (only to be filled
in if PART III applies) N/A  41.   Liquidated damages and costs shall accrue to
(state party acc. to CI. 1) a)     N/A b)     N/A c)     Owner  42.   Hire/Purchase agreement (indicate with yes
or no whether PART IV applies) (optional) NO  43.   Bareboat Charter Registry (indicate with
yes or no whether PART V applies) (optional) NO  44.   Flag and Country of the Bareboat Charter
Registry (only to be filled In if PART V applies) N/A  45.   Country of the Underlying Registry (only to
be filled in if PART V applies) N/A  46.   Number of additional clauses covering special
provisions, if agreed 22 total; Number 32-51 as attached  PREAMBLE
 It is mutually agreed that this Contract shall be performed subject to the
conditions contained in this Charter which shall include PART I and
PART II.  In the event of a
conflict of conditions, the provisions of PART I shall prevail over
those of PART II to the extent of such conflict but no
further.  It is further mutually agreed
that PART III and/or PART IV and/or PART V shall
only apply and only form part of this Charter if expressly agreed and stated in
Boxes 37, 42 and 43. 
If PART III and/or PART IV and/or PART V
apply, it is further agreed that in the event of a conflict of conditions, the
provisions of PART I and PART II shall prevail over those of PART III
and/or PART IV and/or PART V to the extent of such
conflict but no further.  Signature
  (Owners)OSG
  400 LLCBy:ManagerSignature
  (Charterers)OSP
  400 LLCBy:ManagerOSG
  CONSTITUTION LLCBy:Manager  2


PART II  BARECON 2001 Standard Bareboat
Charter  1.Definitions  In this Charter, the following terms shall have the meanings hereby
assigned to them; The Owners shall mean the party
identified in Box 3; The Charterers
shall mean the party identified in Box 4; The Vessel
shall mean the vessel named in Box 5 and with particulars as stated in Boxes
6 to 12.Financial Instrument
means such financial security instrument asannexed to this Charter and stated in Box 28.  2.Charter Period  In consideration of the hire detailed in Box 22, the Owners have agreed
to let and the Charterers have agreed to hire the Vessel for the period stated
in Box 21 (The Charter Period).  3.Delivery  (not applicable when part III applies, as indicated in Box 37). (a)The Vessel shall be delivered by the Owners
and taken over by the Charterers at the port or place indicated in Box 13
in such ready safe berth as the Charterers may direct. (b)The Vessel shall be properly documented on
delivery in accordance with the laws of the flag State indicated in Box 5
and the requirements of the classification society stated in Box 10.  The Vessel upon delivery shall have her
survey cycles up to date and trading and class certificates valid for at least
the number of months agreed in Box 12. (c)The delivery of the Vessel by the Owners and
the taking over of the Vessel by the Charterers shall constitute a full
performance by the Owners of all the Owners obligations under this Clause 3,
and thereafter the Charterers shall not be entitled to make or assert any claim
against the Owners on account of any conditions, representations or warranties
expressed or implied with respect to the Vessel.  4.Time for Delivery  (not applicable when Part III applies, as indicated in Box 37). The Vessel shall not be delivered before the date indicated in Box 14
without the Charterers consent and the Owners shall exercise due diligence to
deliver the Vessel not later than the date indicated in Box 15.  The Owners shall keep the Charterers closely
advised of possible changes in the Vessels position.  5.Cancelling  (not applicable when Part III
applies, as indicated in Box 37). (Intentionally omitted)  6.Trading Restrictions  The Vessel shall be employed in lawful trades for the carriage of
suitable lawful merchandise within the trading limits in Box 20.  The Charterers undertake not to employ the Vessel or suffer the Vessel
to be employed otherwise than in conformity with the terms of the contracts of
insurance (including any warranties expressed or implied therein) without first
obtaining the consent of the insurers to such employment and complying with
such requirements as to extra premium or otherwise as the insurers may
prescribe.  The Charterers
also undertake not to employ the Vessel or suffer her employment in any trade
or business which is forbidden by the law of any country to which the Vessel
may sail or is otherwise illicit or in carrying illicit or prohibited goods or
in any manner whatsoever which may render her liable to condemnation, destruction,
seizure or confiscation.  Notwithstanding any other provisions contained in this Charter it is
agreed that nuclear fuels or radioactive products or waste are specifically
excluded from the cargo permitted to be loaded or carried under this
Charter.  This exclusion does not apply
to radio-isotopes used or intended to be used for any industrial, commercial,
agricultural, medical or scientific purposes provided the Owners prior
approval has been obtained to loading thereof.  7.Surveys on Delivery and Redelivery  (Intentionally omitted)  8.Inspection  The Owners shall have the right at any time after giving reasonable
notice to the Charterers to inspect or survey the Vessel or instruct a duly
authorised surveyor to carry out such survey on their behalf.  (a)(intentionally omitted) (b)in dry-dock if the Charterers have not
dry-docked Her in accordance with Clause 10(g).  The costs and fees for such inspection or
survey shall be paid by the Charterers; and (c)for any other commercial reason they consider
necessary (provided it does not unduly interfere with the commercial operation
of the Vessel).  The costs and fees for
such inspection and survey shall be paid by the Owners.  All time used in respect of inspection, survey or repairs shall be for
the Charterers account and form part of the Charter Period.  The Charterers shall also permit the Owners to inspect the Vessels log
books whenever requested and shall whenever required by the Owners furnish them
with full information regarding any casualties or other accidents or damage to
the Vessel.  9.Inventories, Oil and Stores  (Intentionally omitted)  3


10.Maintenance and Operation  (a)(i)Maintenance and Repairs  During the Charter Period the Vessel shall
be in the full possession and at the absolute disposal for all purposes of the
Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her
machinery, boilers, appurtenances and spare parts in accordance with good
commercial maintenance practice and, except as provided for in Clause 14(l),
if applicable, at their own expense they shall at all times keep the Vessels Class fully
up to date with the Classification Society indicated in Box 10 and
maintain all other necessary certificates in force at all times. (ii)(intentionally omitted) (iii)Financial Security  The Charterers shall maintain financial
security or responsibility in respect of third party liabilities as required by
any government, including federal, state or municipal or other division or
authority thereof, to enable the Vessel, without penalty or charge, lawfully to
enter, remain at, or leave any port, place, territorial or contiguous waters of
any country, state or municipality in performance of this Charter without any
delay.  This obligation shall apply
whether or not such requirements have been lawfully imposed by such government
or division of authority thereof.  The
Charterers shall make and maintain all arrangements by bond or otherwise as may
be necessary to satisfy such requirements at the Charterers sole expense and
the Charterers shall indemnify the Owners against all consequences whatsoever
(including loss of time) for any failure or inability to do so.  (b)Operation of the Vessel  The Charterers shall at their own expense
and by their own procurement man, victual, navigate, operate, supply, fuel and,
whenever required, repair the Vessel during the Charter Period and they shall
pay all charges and expenses of every kind and nature whatsoever incidental to
their use and operation of the Vessel under this Charter, including annual flag
State fees and any foreign general municipality and/or state taxes.  The Master, officers and crew of the Vessel
shall be the servants of the Charterers for all purposes whatsoever, even if
for any reason appointed by the Owners.  Charterers shall comply with the regulations regarding officers and crew
in force in the country of the Vessels flag or any other applicable law.  (c)The Charterers shall keep the Owners and the
mortgagee(s) advised of the intended employment, planned dry-docking and
major repairs of the Vessel, as reasonably required.  (d)Flag and Name of Vessel  During the Charter Period, the Charterers
shall have the liberty to paint the Vessel in their own colours, install and
display their funnel insignia and fly their own house flag.  The Charterers shall also have the liberty,
with the Owners consent, which shall not be unreasonably withheld, to change
the flag and/or the name of the Vessel during the Charter Period.  Painting and re-painting, instalment and
re-instalment, registration and re-registration, if required by the Owners,
shall be at the Charterers expense and time.  (e)Changes to the Vessel  Subject to Clause 10(a)(ii), the
Charterers shall make no structural changes in the Vessel or changes in the
machinery, boilers, appurtenances or spare parts thereof without in each
instance first securing the Owners approval thereof.  (f)Use of the Vessels Outfit, Equipment and Appliances  The Charterers shall have the use of all
outfit, equipment, and appliances on board the Vessel at the time of delivery,
provided the same or their substantial equivalent shall be returned to the
Owners on redelivery in the same good order and condition as when received,
ordinary wear and tear excepted.  The
Charterers shall from time to time during the Charter Period replace such items
of equipment as shall be so damaged or worn as to be unfit for use.  The Charterers are to procure that all repairs
to or replacement of any damaged, worn or lost parts or equipment be effected
in such manner (both as regards workmanship and quality of materials) as not to
diminish the value of the Vessel.  The
Charterers have the right to fit additional equipment at their expense and risk
but the Charterers shall remove such equipment at the end of the period if
requested by the Owners.  Any equipment
including radio equipment on hire on the Vessel at time of delivery shall be
kept and maintained by the Charterers and the Charterers shall assume the
obligations and liabilities of the Owners under any lease contracts in
connection therewith and shall reimburse the Owners for all expenses incurred
in connection therewith, also for any new equipment required in order to comply
with radio regulations.  (g)Periodical Dry-Docking The Charterers shall drydock the Vessel and
clean and paint her underwater parts whenever the same may be necessary, but
not less than once during the period stated in Box 19 or, if Box 19
has been left blank, every sixty (60) calendar months after delivery or such
other period as may be required by the Classification Society or flag State.  11.Hire  (a)The Charterers shall pay hire due to the
Owners punctually in accordance with the terms of this Charter in respect of
which time shall be of the essence. (b)The Charterers shall pay to the Owners for the
hire of the Vessel a lump sum in the amount indicated in Box 22 which
shall be payable not later than every thirty (30) running days in advance, the
first lump sum being payable on the date and hour of the Vessels delivery to
the Charterers.  Hire shall be paid
continuously throughout the Charter Period. (c)Payment of hire shall be made in cash without
discount in the currency and in the manner indicated in Box 25 and at
the place mentioned in Box 26. (d)Final payment of hire, if for a period of less
than thirty (30) running days, shall be calculated proportionally according to
the number of days and hours remaining before redelivery and advance payment to
be effected accordingly. (e)Should the Vessel be lost or missing, hire
shall cease from the date and time when she was lost or last heard of.  The date upon which the Vessel is to be
treated as lost or missing shall be ten (10) days after the Vessel was
last reported or when the Vessel is posted as missing by Lloyds, whichever
occurs first.  Any hire paid in advance
to be adjusted accordingly. (f)(Intentionally omitted) (g)(Intentionally omitted)  4


12.Mortgage  (only to apply if Box 28 has been appropriately filled in) *)(a)The Owners
warrant that they have not effected any mortgage(s) of the Vessel and that
they shall not effect any mortgage(s) without the prior consent of the
Charterers, which shall not be unreasonably withheld. *)(b)       The
Vessel chartered under this Charter is financed by a mortgage according to the
Financial Instrument.  The Charterers
undertake to comply, and provide such information and documents to enable the
Owners to comply, with all such instructions or directions in regard to the
employment, insurances, operation, repairs and maintenance of the Vessel as
laid down in the Financial Instrument or as may be directed from time to time
during the currency of the Charter by the mortgagee(s) in conformity with
the Financial Instrument.  The Charterers
confirm that, for this purpose, they have acquainted themselves with all
relevant terms, conditions and provisions of the Financial Instrument and agree
to acknowledge this in writing in any form that may be required by the
mortgagee(s).  The Owners warrant that
they have not effected any mortgage(s) other than stated in Box 28
and that they shall not agree to any amendment of the mortgage(s) referred
to in Box 28 or effect any other mortgage(s) without the prior
consent of the Charterers, which shall not be unreasonably withheld. *)(Optional, Clauses 12(a) and
12(b) are alternatives; indicate alternative agreed in Box 28).  13.Insurance and Repairs  (a)During the Charter Period the Vessel shall be
kept insured by the Charterers at their expense against hull and machinery, war
and Protection and Indemnity risks (and any risks against which it is
compulsory to insure for the operation of the Vessel, including maintaining financial
security in accordance with sub-clause 10(a)(iii) in such form as the
Owners shall in writing approve, which approval shall not be un-reasonably
withheld.  Such insurances shall be
arranged by the Charterers to protect the interests of both the Owners and the
Charterers and the mortgagee(s) (if any), and The Charterers shall be at
liberty to protect under such insurances the interests of any managers they may
appoint.  Insurance policies shall cover
the Owners and the Charterers according to their respective interests.  Subject to the provisions of the Financial
Instrument, if any, and the approval of the Owners and the insurers, the
Charterers shall effect all insured repairs and shall undertake settlement and
reimbursement from the insurers of all costs in connection with such repairs as
well as insured charges, expenses and liabilities to the extent of coverage
under the insurances herein provided for.  The
Charterers also to remain responsible for and to effect repairs and settlement
of costs and expenses incurred thereby in respect of all other repairs not
covered by the insurances and/or not exceeding any possible franchise(s) or
deductibles provided for in the insurances.  All
time used for repairs under the provisions of subclause 13(a) above, including
any deviation, shall be for the Charterers account.  (b)If the conditions of the above insurances
permit additional insurance to be placed by the parties, such cover shall be
limited to the amount for each party set out in Box 30 and Box 31,
respectively.  The Owners or the
Charterers as the case may be shall immediately furnish the other party with
particulars of any additional insurance effected, including copies of any cover
notes or policies and the written consent of the insurers of any such required
insurance in any case where the consent of such insurers is necessary.  (c)The Charterers shall upon the request of the
Owners, provide information and promptly execute such documents as may be
required to enable the Owners to comply with the insurance provisions of the
Financial Instrument.  (d)Subject to the provisions of the Financial
Instrument, if any, should the Vessel become an actual, constructive,
compromised or agreed total loss under the insurances required under sub-clause
13(a), all insurance payments for such loss shall be paid to the Owners who
shall distribute the moneys between the Owners and the Charterers according to
their respective interests.  The
Charterers undertake to notify the Owners and the mortgagee(s), if any, of any
occurrences in consequence of which the Vessel is likely to become a total loss
as defined in this Clause.  (e)The Owners shall upon the request of the
Charterers, promptly execute such documents as may be required to enable the
Charterers to abandon the Vessel to insurers and claim a constructive total
loss.  (f)For the purpose of insurance coverage against
hull and machinery and war risks under the provisions of sub-clause 13(a),
the value of the Vessel is the sum indicated in Box 29.  14.Insurance, Repairs and
Classification (Intentionally omitted)  15.Redelivery  At
the expiration of the Charter Period the Vessel shall be redelivered by the
Charterers to the Owners at a safe and ice-free port or place as indicated in Box
16, in such ready safe berth as the Owners may direct.  16.Non-Lien  The
Charterers will not suffer, nor permit to be continued, any lien or encumbrance
incurred by them or their agents, which might have priority over the title and
interest of the Owners in the Vessel.  17.Indemnity  (a)The Charterers shall indemnify the Owners
against any loss, damage or expense incurred by the Owners arising out of or in
relation to the operation of the Vessel by the Charterers, and against any lien
of whatsoever nature arising out of an event occurring during the Charter
Period.  If the Vessel be arrested or
otherwise detained by reason of claims or liens arising out of her operation
hereunder by the Charterers, the Charterers shall at their own expense take all
reasonable steps to secure that within a reasonable time the Vessel is
released, including the provision of bail.  5


Without prejudice to the generality of the foregoing, the Charterers
agree to indemnify the Owners against all consequences or liabilities arising
from the Master, officers or agents signing Bills of Lading or other documents.  (b)If the Vessel be arrested or otherwise
detained by reason of a claim or claims against the Owners, the Owners shall at
their own expense take all reasonable steps to secure that within a reasonable
time the Vessel is released, including the provision of bail.  In such circumstances the Owners shall indemnify the Charterers against
any loss, damage or expense incurred by the Charterers (including hire paid
under this Charter) as a direct consequence of such arrest or detention.  18.Lien  The
Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or
due to the Charterers or any sub-charterers and any Bill of Lading freight for
all claims under this Charter, and the Charterers to have a lien on the Vessel
for all moneys paid in advance and not earned.  19.Salvage  All
salvage and towage performed by the Vessel shall be for the Charterers benefit
and the cost of repairing damage occasioned thereby shall be borne by the
Charterers.  20.Wreck Removal  In
the event of the Vessel becoming a wreck or obstruction to navigation the
Charterers shall indemnify the Owners against any sums whatsoever which the
Owners shall become liable to pay and shall pay in consequence of the Vessel
becoming a wreck or obstruction to navigation.  21.General Average  The
Owner shall not contribute to General Average.  22.Assignment, Sub-Charter and Sale  (a)The Charterers shall not assign this Charter
nor sub-charter the Vessel on a bareboat basis except with the prior consent in
writing of the Owners, which shall not be unreasonably withheld, and subject to
such terms and conditions as the Owners shall approve. (b)SEE CLAUSE 41.  23.Contracts of Carriage  *)(a)The
Charterers are to procure that all documents issued during the Charter Period
evidencing the terms and conditions agreed in respect of carriage of goods
shall contain a paramount clause incorporating any legislation relating to
carriers liability for cargo compulsorily applicable in the trade; if no such
legislation exists, the documents shall incorporate the USCOGSA.  The documents shall also contain the New
Jason Clause and the Both-to-Blame Collision Clause.  *)(b)       (Intentionally omitted)  24.Bank Guarantee (Intentionally omitted)  25.Requisition/Acquisition  (a)In the event of the Requisition for Hire of
the Vessel by any governmental or other competent authority (hereinafter
referred to as Requisition for Hire) irrespective of the date during the
Charter Period when Requisition for Hire may occur and irrespective of the
length thereof and whether or not it be for an indefinite or a limited period
of time, and irrespective of whether it may or will remain in force for the
remainder of the Charter period, this Charter shall not be deemed thereby or
thereupon to be frustrated or otherwise terminated and the Charterers shall
continue to pay the stipulated hire in the manner provided by this Charter
until the time when the Charter would have terminated pursuant to any of the
provisions hereof always provided however that in the event of Requisition for
Hire any Requisition Hire or compensation received or receivable by the Owners
shall be payable to the Charterers during the remainder of the Charter Period
or the period of the Requisition for Hire whichever be the shorter. (b)(Intentionally omitted)  26.War  (a)For the purpose of this Clause, the words 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 may be dangerous or are likely to be or to become dangerous
to the Vessel, her cargo, crew or other persons on board the Vessel. (b)The Vessel, unless the written consent of the
Owners be first obtained, shall not continue to or go through any port, place,
area or zone (whether of land or sea), or any waterway or canal, where it
reasonably appears that the Vessel, her cargo, crew or other persons on board
the Vessel, in the reasonable judgement of the Owners, may be, or are likely to
be, exposed to War Risks.  Should the
Vessel 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, the Owners
shall have the right to require the Vessel to leave such area. (c)The Vessel shall not 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 she shall be subject, or is likely to be subject
to a belligerents right of search and/or confiscation. (d)If the insurers of the war risks insurance
should require payment of premiums and/or calls because, pursuant to the
Charterers orders, the Vessel is within, or is due to enter and remain within,
any area or areas which are specified by such insurers as being subject to
additional premiums because of War Risks, then such premiums and/or calls shall
be reimbursed by the Charterers to the Owners at the same time as the next
payment of hire is due.  6


(e)The Charters 
shall have the 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 Vessel sails, or any other Government, body or group whatsoever
acting with the power to compel compliance with their orders or directions; (ii)to comply with the orders, 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 Owners are subject, and to obey the orders and directions of
those who are charged with their enforcement. (f)(Intentionally omitted)  27.Commission (Intentionally
omitted)  28.Termination  (a)Charterers Default The
Owners shall be entitled to withdraw the Vessel from the service of the
Charterers and terminate the Charter with immediate effect by written notice to
the Charterers if: (i)the Charterers fail to pay hire in accordance
with Clause 11.  However, where
there is a failure to make punctual payment of hire due to oversight,
negligence, errors or omissions on the part of the Charterers or their bankers,
the Owners shall give the Charterers written notice of the number of clear
banking days stated in Box 34 (as recognised at the agreed place of
payment) in which to rectify the failure, and when so rectified within such
number of days following the Owners notice, the payment shall stand as regular
and punctual.  Failure by the Charterers
to pay hire within the number of days stated in Box 34 of their
receiving the Owners notice as provided herein, shall entitle the Owners to
withdraw the Vessel from the service of the Charterers and terminate the
Charter without further notice; (ii)The Charterers fail to comply with the
requirements of: (1)Clause 6 (Trading Restrictions) (2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the
option, by written notice to the Charterers, to give the Charterers a specified
number of days grace within which to rectify the failure without prejudice to
the Owners right to withdraw and terminate under this Clause if the Charterers
fail to comply with such notice; (iii)the Charterers fail to rectify any failure to
comply with the requirements of sub-clause 10(a)(i) (Maintenance and
Repairs) as soon as practically possible after the Owners have requested them
in writing so to do and in any event so that the Vessels insurance cover is
not prejudiced. (b)Owners Default If
the Owners shall by any act or omission be in breach of their obligations under
this Charter to the extent that the Charterers are deprived of the use of the
Vessel and such breach continues for a period of fourteen (14) running days
after written notice thereof has been given by the Charterers to the Owners,
the Charterers shall be entitled to terminate this Charter with immediate
effect by written notice to the Owners. (c)Loss of Vessel This
Charter shall be deemed to be terminated if the Vessel becomes a total loss or
is declared as a constructive or compromised or arranged total loss.  For the purpose of this sub-clause, the
Vessel shall not be deemed to be lost unless she has either become an actual
total loss or agreement has been reached with her underwriters in respect of
her constructive, compromised or arranged total loss or if such agreement with
her underwriters is not reached it is adjudged by a competent tribunal that a
constructive loss of the Vessel has occurred. (d)Either party shall be entitled to terminate
this Charter with immediate effect by written notice to the other party in the
event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of the other party (otherwise than for
the purpose of reconstruction or amalgamation) or if a receiver is appointed,
or if it suspends payment, ceases to carry on business or makes any special
arrangement or composition with its creditors. (e)The termination of this Charter shall be
without prejudice to all rights accrued due between the parties prior to the
date of termination and to any claim that either party might have.  29.Repossession  In
the event of the termination of this Charter in accordance with the applicable
provisions of Clause 28, the Owners shall have the right to repossess
the Vessel from the Charterers at her current or next port of call, or at a
port or place convenient to them without hindrance or interference by the
Charterers, courts or local authorities. 
Pending physical repossession of the Vessel in accordance with this Clause
29, the Charterers shall hold the Vessel as gratuitous bailee only to the
Owners.  The Owners shall arrange for an
authorised representative to board the Vessel as soon as reasonably practicable
following the termination of the Charter. 
The Vessel shall be deemed to be repossessed by the Owners from the
Charterers upon the boarding of the Vessel by the Owners representative.  All arrangements and expenses relating to the
settling of wages, disembarkation and repatriation of the Charterers Master,
officers and crew shall be the sole responsibility of the Charterers.  30.Dispute Resolution (Intentionally omitted)  31.Notices  (a)Any notice to be given by either party to the
other party shall be in writing and may be sent by fax, telex, registered or
recorded mail or by personal service. (b)The address of the Parties for service of such
communication shall be as stated in Boxes 3 and 4 respectively.  7


OPTIONAL PART  BARECON 2001 Standard Bareboat
Charter  PART III PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY (Optional, only to apply if expressly agreed and stated in Box 37)  (Intentionally Omitted)  8


OPTIONAL PART  BARECON 2001 Standard Bareboat Charter  PART IV HIRE/PURCHASE AGREEMENT (Optional, only to apply if expressly agreed and stated in Box 42)  (Intentionally omitted)  9


OPTIONAL PART  BARECON 2001 Standard Bareboat Charter  PART V PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER
REGISTRY (Optional, only to apply if expressly agreed and stated in Box 43)  (Intentionally omitted)  10


ADDITIONAL CLAUSES OSG 400/OSG
CONSTITUTION  TABLE OF CONTENTS32.
  Definitions
  1233.
  Agreement to
  Charter
  1334.
  INTENTIONALLY
  OMITTED
  1335.
  Charter Period
  1336.
  INTENTIONALLY
  OMITTED
  1437.
  Use and Operation
  of the Vessels
  1438.
  Maintenance and
  Classification
  1539.
  Charter Hire
  1540.
  Insurance
  1641.
  Liens, Sale and
  Attachment
  1742.
  Event of Loss
  1743.
  INTENTIONALLY
  OMITTED
  1844.
  Further
  Undertakings
  1845.
  Additional Events
  of Demise Default
  1946.
  Governing Law
  2047.
  Representations and
  Warranties
  2048.
  Dispute Resolution
  2149.
  Quiet Enjoyment
  2150.
  Notices
  2151.
  Miscellaneous
  22  11


ADDITIONAL CLAUSES TO
THAT CERTAIN BIMCO STANDARD BAREBOAT CHARTER (the Charter).  32.Definitions.  As
used in this Charter, the following terms shall have the meanings ascribed to
them below:  Barecon has the meaning given to such term in
Clause 51(f) hereof.  Barge has the meaning given such term
in Clause 3 of Part I of the Barecon.  Business
Day means a day that is not a Saturday, Sunday or
other day on which banking institutions doing business in Tampa,
Florida.  Charter
Hire has
the meaning given to such term in Clause 39(a) hereof.  Charter
Periodmeans
the term of this Charter.  Classification
Societymeans
the American Bureau of Shipping.  Compulsory
Acquisition means
the condemnation, confiscation, requisition (other than for hire), purchase or
other taking of title of the Vessels by any governmental or other competent
authority.  Crews
Wages means
crews wages (including the wages of the Master, to the extent provided by 46
USC § 11112, as amended from time to time).  Event
of Demise Default
means any event described in Clause 28(a), Clause 39(a) or Clause 45
hereof.  Event
of Loss means
any of the following events occurring during the Charter Period: (i) the
actual or constructive total loss of the Vessels or the agreed or compromised
total loss of the Vessels; or (ii) Compulsory Acquisition.  An Event of Loss shall be deemed to have
occurred on the date indicated in Clause 39(f) hereof.  Flag
State
means, subject to Clause 37(c) hereof, the United States.  Lien means any mortgage, pledge, lien,
charge, encumbrance, lease, right, security interest or claim.  Managers means OSG Ship Management, Inc.  Permitted
Liens
means:  (i)Liens for Crews Wages
and salvage (including contract salvage) which shall not have been due and
payable for more than ten (10) days after termination of a voyage or which
shall then be contested by Owners in good faith;  (ii)Liens for Crews Wages, salvage
(including contract salvage), general average and damages arising out of tort which
are covered by insurance;  (iii)Liens incident to current operations
(except for Crews Wages, salvage (including contract salvage) and general
average), or liens for the wages of a stevedore when employed directly by
Owners or the operator, Master or agent  12


of the Vessels, in all cases, which are
not yet due and payable or which shall then be contested by Owners in good
faith and for which adequate reserves are being maintained;  (iv)Liens covered by insurance and any
deductible applicable thereto;  (v)Liens for repairs or with respect to any
changes made in the Vessels required by applicable laws, treaties and
conventions or by applicable rules and regulations thereunder which are
not yet due and payable or which shall then be contested by Owners in good
faith and for which adequate reserves are being maintained; and,  Person
means any individual, corporation, general or limited partnership, joint
venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political
subdivision thereof.  Subsidiary
means any Person with respect to
which a specified Person (and/or any Subsidiary thereof) owns a majority of the
equity securities or other equity interests or has the power to elect a
majority of that Persons board of directors or similar governing body, or
otherwise has the power, directly or indirectly, to direct the business and
policies of that Person.  Tug has the meaning
given in Clause 3 of Part I of the Barecon.  Vessel shall mean, individually, the Tug
and the Barge, and collectively, the Tug and the Barge shall be the Vessels.  Any and all references in this Charter to any
rule, regulation and/or statute shall be to such rule, regulation and/or
statute and the regulations promulgated thereunder, as such rule, regulation
and/or statute may be amended, modified or supplemented from time to time, and
any successor rule, regulation and/or statute thereto.  33.Agreement to Charter.  (a)Subject to the satisfaction of all the
terms and conditions of this Charter, Owners commit to bareboat charter to
Charterer, and Charterer commits to bareboat charter from Owners, the Vessels.  (b)Charterer and Owners agree that this
Charter is, and is intended to be, a bareboat charter, that Owners have title
to and is the owner of the Vessels, and that the relationship between Owners
and Charterer pursuant hereto shall always be only that of owner and
charterer.  Charterer does not hereby
acquire any right, equity, title or interest in or to the Vessels, except the
right to use the same under the terms hereof, subject to law and regulatory
authority.  The parties agree to treat
this Charter as a bareboat charter under which Owners are the title owner of
the Vessels, and Charterer is deemed to be the owner pro hac vice
for the entire Charter Period.  34.INTENTIONALLY OMITTED  35.Charter Period.  Charterer
shall bareboat charter the Vessels for a term commencing with the successful
marriage of the Tug and the Barge in Philadelphia, Pennsylvania following the
return  13


of the Tug from dry
dock and subject to the Charterers reasonable determination of the Vessels
ability to resume trading in its intended trade, estimated to be on or about November 22,
2008, and ending on January 1, 2010, as such period may be mutually
extended; provided that Charterer shall have the option of redelivering the
Vessels at any time after August 29, 2009 upon 30 days prior notice to
Owners.  36.INTENTIONALLY OMITTED  37.Use and Operation of the Vessels.  (a)Charterer agrees that the Vessels shall
not be operated in any manner contrary to the applicable laws of the Flag State
or in any manner that may affect documentation of the Vessels under the laws
and regulations of the Flag State or in any area in which the insurance
required by Clause 40 hereof shall not be in full force and effect.  (b)Charterer shall, without expense to
Owners, throughout the Charter Period, maintain the documentation of the
Vessels underthelaws and flag of the Flag State (and, in
the case of documentation under U.S. flag, with a coastwise endorsement) in the
name of Owners, and Owners shall, upon the request of Charterer, execute such
documents and furnish such information as Charterer may reasonably require to
enable Charterer to maintain such documentation.  The Vessels shall, and Charterer covenants
that it will, at all times comply with the requirements of all applicable laws,
treaties and conventions, and rules and regulations issued thereunder, of
all international organizations and national, state and local governments and
agencies thereof having jurisdiction in connection with the use, operation and
maintenance of the Vessels, and Charterer covenants that it will have on board,
when required thereby, valid certificates showing compliance therewith.  Charterer will not suffer or permit anything
to be done which might injuriously affect the documentation of the Vessels
under the laws and regulations of the Flag State, and Charterer will not
abandon the Vessels in a foreign port (unless advisable in connection with an
Event of Loss), engage in any unlawful trade or violate any law or regulation
or carry any cargo that may expose the Vessels to penalty, forfeiture or
seizure.  (c)In the event of the repeal, modification,
supplement or amendment of those provisions of Title 46 of the U.S. Code which
exclusively reserve the U.S. coastwise trade for U.S.-built and flagged Vessels
operated by citizens of the United States, within the meaning of 46 U.S.C.
§ 50501 (Jones Act Vessels) (i) such that the U.S. coastwise
trade is no longer exclusively reserved for Jones Act Vessels and (ii) such
that the Vessels will not permanently lose its eligibility to operate in the
U.S. coastwise trade if it is registered under a foreign flag, then Charterer
shall have the right to register the Vessels under another countrys flag
subject to the prior consent by Owners, which shall not be unreasonably
withheld; provided, however, that all costs associated with the de-registration
of the Vessels from the U.S. flag and the registration of the Vessels under the
new flag shall be for Charterers account.  (d)           Owners represent and warrant that
following completion of the dry dock of the Tug, the Vessels shall be in good
working order and repair and shall be fit for the Vessels intended use.  Owners agree that during the Charter Period,
on each and every occasion thereafter 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) due to breakdown (whether partial or
total) of machinery, boilers or other parts of the Vessels or equipment
(including without limitation tank coatings), and such loss continues for more
than one (1) day (if resulting from interruption in the Vessels service)
Charterer shall have the right to redeliver the Vessels, and the Charter Period
shall  14


be deemed to be
terminated with no party having any further liability to the other. If the
Charterer elects not to redeliver the Vessels, Owners shall be solely
responsible for paying the cost of any and all repairs required in the
reasonable opinion of the Charterer necessary for the operation of the Vesselsand Charter Hire hereunder for the
duration of the repair period until Owners redeliver the Vessels to Charterer
shall be reduced, commencing on the date the repair period begins, by an amount
equal to Nine Thousand United States Dollars ($9,000) per day. Owners agree to use commercially reasonable efforts to
have the Vessels returned to Charterer as soon as possible following completion
of such repairs. Owners jointly and severally agree to indemnify Charterer for
any and all losses incurred by Charterer during the period the Vessels are
unavailable to Charterer during the repair period, including transit time to
and from the repair facility until returned to Charterer, provided that Owners
indemnity obligations shall not exceed an amount equal to Twenty Five Thousand
United States Dollars ($25,000) per day for each day of such period, without
duplication of theNine Thousand United States Dollars
($9,000) per day reduction in Charter Hire.  Charterer has the right to require Owners to
complete repairs and return the Vessels to Charterer for multiple successive
instances of loss of time due to breakdown during the Charter Period.  38.Maintenance and Classification.  (a)Charterer shall maintain the Vessels so
as to entitle the Vessels to the classification and rating with the Classification
Society of +A1OilTank Barge and +A1, Towing Service, +AMS
respectively.  Charterer shall submit the
Vessels to all required surveys of theClassificationSociety and shall give Owners prior written
notice thereof.  Charterer shall furnish
to Owners annually a confirmation of class letter issued by the Classification
Society.  (b)Charterer shall give Owners written
notice of each proposed dry-docking of the Vessels 30 days in advance, if
possible, but otherwise as far in advance as possible under the circumstances,
so that Owners may, if Owners so desires, have a representativepresentat such dry-docking and otherwise inspect the
Vessels at Owners expense.  (c)In the event that any improvement,
structural change or new equipment becomes necessary for the continued
operation of the Vessels by reason of new class requirements or by compulsory
legislation, Owners shall make such changes and Charter Hire hereunder for the
remainder of the Charter Period  shall be
adjusted, commencing on the date such costs are incurred, by an amount equal to
the cost of compliance therewith divided by the number of days remaining in the
agreed useful life of the Vessels, beginning with the date such costs are
incurred.  39.Charter Hire.  (a)Charterer shall pay, throughout the
Charter Period, Charter Hire to Owners at the rate of Eleven Thousand Five
Hundred United States Dollars ($11,500) per day (the Charter Hire), as
adjusted pursuant to Clause 37(d) and 38(c) hereof, and pro rata for any partial day.  Charter Hire shall be due and payable monthly
in advance beginning on the Delivery Date and on the first Business Day of each
calendar month thereafter (each such date a Payment Date).  Failure by Charterer to pay Charter Hire when
due shall be an Event of Demise Default hereunder.  (b)All payments by Charterer hereunder shall
be made in United States Dollars in readily available funds, free and clear of
any bankcharges, to such bank account number as shall be
advised to Charterer by Owners from time to time.  If any day for the making of any payment
hereunder shall not be a Business Day, the due date for such payment shall be
extended to the  15


next
following Business Day unless, in the case of a payment of Charter Hire, the
next following Business Day falls in the following calendar month, in which
case the due date for such payment of Charter Hire shall be the immediately
preceding Business Day.  (c)Notwithstanding anything to the contrary
contained in this Charter, if an Event of Loss shall occur, hire shall cease on
the date suchEventof Loss is deemed to have occurred.  For purposes of this Charter, an Event of
Loss shall be deemed to have occurred as follows:  (i)an actual total loss of the Vessels shall
be deemed to have occurred at the actual date and time the Vessels was lost
but, in the event of the date of the loss being unknown, then the actual total
loss shall be deemed to have occurred on the date on which the Vessels was last
reported;  (ii)a constructive total loss shall be deemed
to have occurred at the date and time notice of abandonment of a Vessel is
given to theinsurersof theVesselsfor the time being (hereinafter called the Insurers)
(provided a claim for such constructive total loss is admitted by the Insurers)
or, if the Insurers do not admit such a claim, at the date and time at which a
constructive total loss is subsequently adjudged by a competent court of law or
arbitration tribunal to have occurred;  (iii)a compromised,agreedor arranged total loss shall be deemed to have
occurred on the date of the relevant compromise, agreement or arrangement; and  (iv)an Event ofLoss(A) as the result of capture, taking,
seizure, restraint, detention, confiscation or expropriation occurring under
the conditions of the War Risks policy of the Vessels, or (B) Compulsory
Acquisition shall be deemed to have occurred at the time admitted by the
Insurers.  40.Insurance.  (a)Charterer shall provide and maintain
marine risk hull insurance or port risk hull insurance (when permitted under
this Clause 40(a)), andmarinewar risk hull insurance, in amounts
consistent with the level of insurance maintained by Owners on its other
Vessels of similar age.  While a Vessel
is laid up, in lieu of the aforesaid marine risk hull insurance, port risk hull
insurance may be taken out on the Vessels by Charterer; provided, however, that
at all times the Vessels shall be covered by marine war risk hull insurance and
Protection and Indemnity Insurance.  (b)Allinsuranceshall be taken out in the name of Owners, with
Charterer as an additional named insured, and the policies or certificates, to
the extent available, shall provide that there shall be no recourse against
Owners for the payment of premiums.  (c)Owners shall, at their sole cost and
expense, have the duty and responsibility to make all proofs of loss and take
any and all other stepsnecessaryto effect collections from underwriters
for any loss under any insurance on or with respect to the Vessels or the
operation thereof.  Charterer shall
cooperate in making all proofs of loss and take all other reasonable steps
necessary to effect collection from underwriters.  (d)Charterer will provide and maintain all
insurance required to be provided and maintained by this Charter with marine
insurance companies,underwritersassociations or underwriting funds
approved by Owners, which approval shall not be unreasonably withheld or
delayed.  16


(e)If the Vessels shall be arrested, seized,
levied upon or taken into custody by virtue of proceedings in any court or
tribunal in any country or nation of the world or by any governmental or other
authority because of any liens or claims, Charterer shall, without expense to Owners,
cause the Vessels to be released within 30 Business Days and any such claims or
liens to be discharged when such claims or the obligations or charges secured by such liens are
due and payable and are not being contested in good faith by appropriate proceedings.  In the event a Vessel is levied upon or taken
into custody or detained by any authority whatsoever, Charterer agrees
forthwith to notify Owners thereof by facsimile transmission, confirmed by
letter.  (f)Charterer shall not declare or agree upon
a compromised, constructive or agreed total loss of the Vessels without the
prior written consent of Owners.  (g)If Owners desire to insure the Vessels in an amount in
excess of the amount that Charterer is required to maintain in accordance with
Clause 40(a) hereof, Charterer agrees to arrange such insurance on Ownerss
behalf through the fleet policy covering the Vessels at the same rates
available to Charterer.  The cost of such
additional insurance shall be for Ownerss account.  41.Liens, Sale and Attachment.  (a)Owners shall have the right to sell,
assign or otherwise transfer the ownership of the Vessels and assign this
Charter to a new owner.Notwithstandingthe foregoing, in no event shall Owners
sell, assign or otherwise transfer, in whole or part, any interest in the
Vessels or the Charter (A) to a Person who (i) is not qualified to
document a vessel under the U.S. flag pursuant to 46 U.S.C. § 12103(b) (2006),
and the regulations promulgated thereunder, as such statute and regulations may
be amended or supplemented from time to time, and any successor statute or
regulations thereto, with a coastwise endorsement pursuant to 46 U.S.C. § 12119(b) (2006),
and the regulations promulgated thereunder, as such statute and regulations may
be amended or supplemented from time to time, and any successor statute or
regulations thereto.  (b)Except for Permitted Liens, Charterer
agrees that: (i) it will not create, incur, assume or suffer to exist, and
will not permit any affiliateofCharterer, the Master, officers or crew
of the Vessels or any other servant or agent under Charterers control to
create, incur or assume or suffer to exist, any Lien upon or in respect of the
Vessels without the prior written consent of Owners; and (ii) if Charterer
shall breach its agreement contained in the preceding subclause (i), Charterer
will promptly take such action as shall be necessary to release or discharge
such Lien and, if Charterer fails to take such action, Owners may, but shall
not have any obligation to, upon notice to Charterer, take such action as shall
be necessary to release or discharge the same at Charterers expense.  42.Event of Loss.  Charterer shall give Owners prompt written
notice of any event that might give rise to an Event of Loss, together with the
details thereof.  Upon the occurrence of
an Event of Loss, this Charter shall terminate and neither party shall have any
further obligations hereunder other than obligations which arose prior to the
date of such termination.  17


43.INTENTIONALLY OMITTED  44.Further Undertakings.  Charterer
undertakes and agrees that throughout the Charter Period it shall:  (a)Uponrequest from Owners, allow Owners to inspect and make copies of:  (i)allclassrecords, class certificates and survey reports
issued with respect to the Vessels; and  (ii)anyinspectionreports obtained or prepared by Charterer or
the Managers in respect of the Vessels.  (b)At all times ensure compliance with all
applicable environmental laws and all other laws and regulations, in each case
as relating to the Vessels and the operation and management thereof, and take
all reasonable precautions to ensure that the crews, employees, agents or
representatives of Charterer at all times comply with such environmental laws
and other applicable laws.  (c)At all times ensure compliance with all
required international conventions, codes and regulations, the STCW 95, the ISM
Code and the ISPS
Code, in each case as relating to the Vessels and the operation and management
thereof, and ensure such compliance by any company performing ship management
services in respect of the Vessels on behalf of Charterer.  (d)Obtain and promptly renew from time to
time, and, whenever so required, promptly furnish copies to Owners of, all such
authorizations, approvals, consents and licenses as may be required under any
applicable law or regulation to enable Charterer to perform its obligations
under this Charter or required for the validity or enforceability of this Charter,
and Charterer shall in all material respects comply with the terms of the same.  (e)Notify Owners forthwith by letter, or in case of
urgency, by facsimile of:  (i)any accident to the Vessels involving repairs, the
cost of which is likely to exceed Five Hundred Thousand United States Dollars
(US$500,000) (or the equivalent in any other currency);  (ii)any occurrence in consequence whereof any
Vessel has become a total loss; or  (iii)any arrest of the Vessels or the exercise
or purported exercise of any Lien on the Vessels.  (f)Notify Owners in writing of any Event of
Demise Default of which Charterer is aware (or an event of which Charterer is
aware which, with
the giving of notice and/or lapse of time, would constitute an Event of Demise
Default and which is not likely to be remedied before becoming an Event of
Demise Default).  (g)Provide to Owners in respect of
Charterer, as soon as practicable after the same are instituted, details of any
litigation, arbitration or administrative proceedings which if adversely
determined would have a significant impact on their ability to perform their
obligations hereunder or in connection herewith.  (h)Obtain and promptly renew from time to time, and will
whenever so required, promptly furnish certified copies to Owners of, all such
authorizations, approvals, consents and licenses as  18


may
be required under any applicable law or regulation to enable Charterer to
perform its obligations under this Charter or as may be required for the
validity or enforceability of this Charter, and Charterer shall in all material
respects comply with the terms of the same.  (i)Shall not, without the prior written
consent of Owners, in a single or a series of transactions, dispose of all or
substantially all of its business or reorganize or otherwise change its business or
operations in a manner so that or as a result of which its financial condition
and/or its ability to fulfill its obligations under this Charter (as the case may
be) would be materially weakened.  (j)Obtain or procure the obtaining of all
necessary ISM Code documentation in connection with the Vessels and at all
times be, or procure that themanager of the Vessels be, in full compliance with the ISM Code.  45.Additional Events of Demise Default.  (a)Thefollowingevents shall constitute additional Events of
Demise Default:  (i)it becomes impossible or unlawful for
Charterer to fulfill any of its covenants or obligations hereunder, or for
Owners to exercise any of the rights vested in it hereunder, unless due to an
act or omission by Owners or an Event of Loss with respect to the Vessels; or  (ii)one or more judgments or decrees shall be
entered against Charterer or the Guarantor involving in the aggregate a liability
(not paid or fully covered by insurance, net of approved deductible) of One
Million United States Dollars (US$1,000,000), or more, and all such judgments
or decrees shall not have been vacated, discharged, stayed or bonded pending
appeal within sixty (60) days from the entry thereof; or  (iii)this Charter, or any material provision
hereof or thereof shall cease, for any reason (other than due to an act or
omission by Owners or an Event of Loss with respect to the Vessels) to be in
full force and effect, or any action or suit at law or in equity or other legalproceedingto cancel, revoke or rescind this
Charter, or any material provision hereof or thereof shall be commenced by or
on behalf of Charterer, or any governmental authority having competent
jurisdiction for any reason other than due to an act or omission of Owners; or  (iv)Charterershallbe enjoined, restrained or in any way prevented
by the order of any court or any governmental authority from conducting any
material part of its business (unless due an act or omission by Owners), and
such order shall continue in effect for more than thirty (30) days; or  (v)there shalloccurthe loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired by
Charterer if such loss, suspension, revocation or failure to renew would have a
material adverse effect on the continuing operation of the Vessels and/or the
business of Charterer; or  (vi)the entry of a decree or order by a court
having jurisdiction in the premises adjudging Charterer a bankrupt or
insolvent, or approving asproperlyfiled a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of Charterer under the
Federal Bankruptcy Act or any other applicable Federal or State law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator or other
similar official  19


of Charterer or of any substantial part
of their respective property, or ordering the winding-up or liquidation of the
affairs of Charterer, and the continuance of such decree or order unstayed and
in effect for a period of sixty (60) consecutive days; or  (vii)the institution by Charterer of
proceedings to be adjudicated a bankrupt or insolvent or the consent by
Charterer to the institution of bankruptcy or insolvency proceedings against
it, or the filing by Charterer of a petition or answer or consent seeking
reorganization orreliefunder the Federal Bankruptcy Act or any
other applicable Federal or State law, or the consent by Charterer to the
filing of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator or other similar official of Charterer or of
any substantial part of their respective property, or the making by Charterer
of an assignment for the benefit of creditors, or the admission by Charterer in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by Charterer in furtherance of any such action.  (b)No express or implied waiver by Owners of
any Event of Demise Default shall in any way be, or be construed to be, a
waiver of any further or subsequent Event of Demise Default.  46.Governing Law.  This Charter shall be governed by and construed
in all respects in accordance with the U.S. Federal maritime laws and, to the
extent such laws are not applicable, the laws of the State of New York (without
reference to its conflicts of law principles).  47.Representations and Warranties.  Charterer
hereby represents and confirms that:  (i)itis a limited liability company duly
incorporated and existing under the laws of the State of Delaware and has due
limited liability company power and authority to enter into and perform its
obligations under this Charter;  (ii)all consents, approvals or public authorizations which may
be required in connection with the entering into and performance of its
obligations under this Charter have been obtained;  (iii)no Event of Demise Default or event that
could lead to an Event of Demise Default under this Charter has occurred and is
continuing;  (iv)it is not aware of any fact or circumstances in existence
which could adversely affect its ability to perform its obligations under this
Charter;  (v)the entry into and performance of this Charter does
not and will not during the Charter Period violate in any material respect any
agreement, contract or other undertaking to which it is a party or which is
binding on it or any of its assets; and  (vi)under the laws of the State of Delaware and the federal
laws of the United States of America in force at the date hereof, it will not
be required to make any deduction or withholding from any payment it may make
to Owners hereunder.  20


48.Dispute Resolution.  All
disputes hereunder shall be settled by arbitration in the City of New York, New
York pursuant to the Rules of the Society of Maritime Arbitrators, Inc.,
before one mutually agreed upon arbitrator or, failing agreement, a panel of
three persons consisting of one arbitrator to be appointed by Owners, one to be
appointed by Charterer, and one to be appointed by the two so chosen.  The single arbitrator or the third arbitrator
shall be an attorney practicing maritime law. 
The decision of the sole arbitrator or any two of the panel of three on
any point or points shall be final and binding, and may include costs,
including reasonable attorney fees. 
Judgment may be entered upon any award made hereunder in any court having
jurisdiction.  The parties agree that any
dispute relating to claims of One Hundred Thousand United States Dollars
(US$100,000) or less in the aggregate shall be governed by the Shortened
Arbitration Procedures adopted by the Society of Maritime Arbitrators.  WAIVER OF JURY TRIAL.IT IS MUTUALLY AGREED BY AND BETWEEN CHARTERER
AND OWNER THAT BOTH OF THEM HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BROUGHT BY OWNER AGAINST CHARTERER PURSUANT TO CLAUSE 48(b) HEREOF.  49.Quiet Enjoyment.  So long as no Event of Demise Default has
occurred, neither Charterer nor any permitted sub-charterer shall be disturbed
or interfered with in its quiet and peaceful use, possession and engagement of
the Vessels.  Owners shall procure that
any mortgage on the Vessels provides an equivalent right to quiet enjoyment.  50.Notices.  Except as otherwise expressly provided herein,
all notices and other communications hereunder shall be in writing and shall be
delivered personally, by first-class, registered or certified mail, postage
prepaid, or by a nationally-recognized overnight courier service, or sent
by facsimile transmission, and addressedas follows:  If
to Owners, addressed to them:  c/o
OSG Ship Management, Inc. Knights
Run Av  Ste 1200 Tampa,
FL 33602 Attention:
Capt. Robert Johnston Facsimile:
(813) 221-2769  With a copy to:  Overseas
Shipholding Group, Inc. 666
Third Avenue New
York, New York 10017 Attention:
General Counsel Facsimile:
212-251-1180  21


If to Charterer:  OSP 400 LLC 302 Knights Run Av  STE 1200 Tampa, FL 33603 Attention:  Mr. Eric F. Smith Facsimile:  (813) 221-2769  With a copy to:  Overseas Shipholding Group, Inc. 666 Third Avenue New York, New York 10017 Attention:  General Counsel Facsimile:  212-251-1180  or, as to each such Person, at such other
address or to the attention of such other individual as shall be designated by
such Person in a written notice to the other Person named above.  51.Miscellaneous.  (a)Owners represent, warrant and covenant
that on the date hereof it either (i) is a citizen of the United States
within the meaning of 46 USC § 50501, as amended, qualified to engage in
the coastwise trade of the United States, or (ii) is eligible to own a
vessel operating in the coastwise trade of the United States pursuant to 46 USC
§ 12119, or (iii) is otherwise qualified or meets the requirements of
all applicable laws so as to entitle the Vessels to engage in the coastwise
trade of the United States, and throughout the Charter Period shall remain so
qualified or continue to meet such requirements.  (b)Charterer represents, warrants and
covenants that at the time of execution of this Charter, it either (i) is
a citizen of the United States within the meaning of 46 USC § 50501, as
amended, qualified to engage in the coastwise trade of the United States, or (ii) is
otherwise qualified or meets the requirements of all applicable laws so as to
entitle the Vessels to engage in the coastwise trade of the United States, and
throughout the Charter Period shall remain so qualified or continue to meet
such requirements.  (c)Owners and Charterer severally agree to
perform or cause to be performed such action, and to execute, deliver or
furnish or to cause to be executed, delivered or furnished, all such further
assurances, certificates, opinions and other documents necessary or proper to
carry out this Charter.  (d)No change in, or modification of, this
Charter shall be effective unless reduced to writing and signed by Owners and
Charterer.  (e)Theinvalidity of any provision of this Charter
shall not affect the remainder hereof, which shall in such event be construed
as if such invalid provision had not been inserted.  (f)This Charter consists of Parts I, II
and III of the Bimco Standard Bareboat Charter (Barecon 2001) Form (Barecon), these
AdditionalClauses, and the exhibits hereto.  All parts of this Charter shall be read
together as a single agreement and in a manner that promotes consistency
between all parts of this Charter.  No
single part of this Charter shall be given  22


greater
weight than any other part of this Charter in determining the intended
agreement of the parties hereto.  (g)ThisChartermay be executed in one or more counterparts,
each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument. 
Original signatures hereto may be delivered by facsimile which shall be
deemed originals.  23