**Exhibit 10.9**

 

**Codeword for this Charter Party**

**“SHELLTIME4”**

 

Issued December 1984amended December 2003

 

**TimeCharter Party**

**NewYork**

**April 1,2008**

 

IT ISTHIS DAY AGREED between : (A) OSG 400 LLC in its capacity as the owner ofthe barge M-400 (the “Barge”) and OSG Constitution LLC in its capacity as theOwner of the tug Constitution (the “Tug”) of Delaware (hereinafter referred toas “Owners”), as the Barge and Tug each a “vessel” and together “the vessels”)described as per Clause 1 hereof; and (B) OSP 400 LLC of Delaware(hereinafter referred to as “Charterers”):

 

**Descriptionand Condition of Vessel**

 

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

 

(a)     each shall be classed by a ClassificationSociety which is a member of the International Association of ClassificationSocieties; classification will be ABS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(h)     Each shall comply with the description inthe OCIMF Harmonised Vessel Particulars Questionnaire, appended hereto asAppendix A, provided however that if there is any conflict between theprovisions of this questionnaire and any other provision, including this Clause1, 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 bechanged, without approval of Charterers, which shall not be unreasonablywithheld;

 

**SafetyManagement**

 

(j)      Owners will operate:

 

(i)      a safety management system certified tocomply with the International Safety Management Code (“ISM Code”) for the SafeOperation 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 managementsystem;

 

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

 

(k)     Owners shall submit to Charterers a monthlywritten report detailing all accidents/incidents and environmental reportingrequirements;

 

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

 

(m)    Owners will arrange at their expense for aSIRE inspection to be carried out at intervals of six months plus or minusthirty days.

 

**ShipboardPersonnel and their Duties**

 

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

 

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

 

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

 

(iii)    all shipboard personnel shall be trained inaccordance with the relevant provisions of the International Convention onStandards of Training, Certification and Watchkeeping for Seafarers, 1995 orany additions, modifications or subsequent versions thereof;

 

(iv)    there shall be on board sufficient personnelwith a good working knowledge of the English language to enable cargooperations at loading and discharging places to be carried out efficiently andsafely and to enable communications between the vessels and those loading theBarge or accepting discharge there from to be carried out quickly andefficiently;

 

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

 

(vi)    the nationality of the vessels’ officersgiven in the OCIMF Vessel Particulars Questionnaire referred to in Clause 1(h) willnot change without Charterers’ prior agreement.

 

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

 

(i)      prosecute all voyages with the utmostdespatch;

 

(ii)     render all customary assistance; and

 

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

 

**Dutyto Maintain**

 

3.       (a)      Throughoutthe charter service Owners shall, whenever the passage of time, wear and tearor any event (whether or not coming within Clause 27 hereof) requiressteps to be taken to maintain or restore the conditions stipulated in Clauses1 and 2(a), exercise due diligence so to maintain or restore thevessels.

 

(b)     If at any time whilst the vessels are onhire under this charter they fail to comply with the requirements of Clauses1, 2(a) or 10 then hire shall be reduced to the extentnecessary to indemnify Charterers for such failure. If and to the extent thatsuch failure affects the time taken by the vessels to perform any servicesunder 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 hireunder this sub-Clause (b) shall be without prejudice to any otherremedy available to Charterers, but where such reduction of hire is in respectof time lost, such time shall be excluded from any calculation under Clause24.

 

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(c)     If Owners are in breach of theirobligations under Clause 3(a)), Charterers may so notify Owners inwriting and if, after the expiry of 30 days following the receipt by Owners ofany such notice, Owners have failed to demonstrate to Charterers’ reasonablesatisfaction 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, untilOwners 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, agovernmental and/or port state authority, and/or terminal and/or majorcharterer of similar tonnage. Owners shall simultaneously advise Charterers oftheir proposed course of action to remedy the defects which have caused thefailure 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 Clause3(d), prevents normal commercial operations then Charterers have the optionto place the vessel off-hire from the date and time that the vessel fails suchinspection, or becomes commercially inoperable, until the date and time thatthe vessel passes a re-inspection by the same organisation, or becomescommercially operable, which shall be in a position no less favourable to Charterersthan at which she went off-hire.

 

(f)      Furthermore, at any time while the vesselis 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 inwriting with effect from the date on which such notice of termination isreceived 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 ofOwners under this charter or otherwise (including without limitation Charterers’rights under Clause 21 hereof).

 

**Period,Trading Limits and Safe Places**

 

4.       (a)      Ownersagree to let and Charterers agree to hire the vessels for a period commencingon or about April 1, 2008 and ending on or about August 24, 2009 plusor minus **30** days in Charterers’ optioncommencing from the time and date of delivery of the vessels, for the purposeof carrying all lawful merchandise (subject always to Clause 28)including in particular crude oil:

 

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

 

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Institute Warranties andany 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 theworld outside such limits

 

(b)     Any time during which the vessel isoff-hire under this charter may be added to the last firm charter period inCharterers’ option up to the total amount of time spent off-hire.  In suchcases 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 toensure that the vessels are only employed between and at safe places (whichexpression when used in this charter shall include ports, berths, wharves,docks, anchorages, submarine lines, alongside vessels or lighters, and otherlocations 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 thevessel and shall be under no liability in respect thereof except for loss ordamage caused by their failure to exercise due diligence as aforesaid. Subject as above, the vessels shall be loaded and discharged at any places asCharterers may direct, provided that Charterers shall exercise due diligence toensure that any ship-to-ship transfer operations shall conform to standards notless than those set out in the latest published edition of the ICS/OCIMFShip-to-Ship Transfer Guide.

 

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(d)     Unless otherwise agreed, the vessels shallbe delivered by Owners dropping outward pilot at a port in **DelawareBay**

 

at Owners’ option andredelivered to Owners dropping outward pilot at a port in **DelawareBay**,

 

at Charterers’ option.

 

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

 

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

 

**Laydays/Cancelling**

 

5.       Thevessels shall not be delivered to Charterers before **April 1,2008** and Charterers shall have the option of cancelling thischarter if the vessels are not ready and at their disposal on or before **April 28, 2008**

 

**Ownersto Provide**

 

6.       Ownersundertake to provide and to pay for all provisions, wages (including but notlimited to all overtime payments), and shipping and discharging fees and allother expenses of the master, officers And crew; also, except as provided in Clauses4 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 alldrydocking, overhaul, maintenance and repairs to the vessels. Owners’obligations under this Clause 6 extend to all liabilities for customs orimport duties arising at any time during the performance of this charter inrelation to the personal effects of the master, officers and crew, and inrelation to the stores, provisions and other matters aforesaid which Owners areto provide and pay for and Owners shall refund to Charterers any sums Charterersor their agents may have paid or been compelled to pay in respect of any suchliability.  Any amounts allowable in general average for wages andprovisions and stores shall be credited to Charterers insofar as such amountsare in respect of a Period when the vessels are on-hire.

 

**Charterersto Provide**

 

7.       (a)      Charterersshall provide and pay for all fuel (except for fuel used for domesticservices), towage and pilotage and shall pay agency fees, port charges,commissions, expenses of loading and unloading cargoes, canal dues, andtax/dues on cargo/freight and all charges other than those payable by Owners inaccordance with Clause 6 hereof, provided that all charges for the saiditems shall be for Owners’ account when such items are consumed, employed orincurred for Owners’ purposes or while the vessels are off-hire (unless suchitems reasonably relate to any service given or distance made good and takeninto account under

 

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Clause 21or 22); and provided further that any fuel used in connection with ageneral average sacrifice or expenditure shall be paid for by Owners. OPAcharges 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 charterinclude ports in the United States of America and/or its protectorates thenCharterers shall reimburse Owners for port specific charges relating toadditional premiums charged by providers of oil pollution cover, when incurredby the vessel calling at ports in the United States of America and/or itsprotectorates in accordance with Charterers orders.

 

**Rateof Hire**

 

8.       Subjectas herein provided, Charterers shall pay for the use and hire of the vessels atthe rate of United States Dollars **$25,000** perday, 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.

 

**Paymentof Hire**

 

9.       Subjectto Clause 3 (c) and 3 (e), payment of hire shall be made inimmediately available funds

 

to:               **JPMorgan Chase Bank**

**New York,New York**

**Account:  ABA#021000021**

**ForCredit to Account No. 232-2-407251**

**in thename of OSG Bulk Ships, Inc.**

 

in United States Dollarsper calendar month in advance, less:

 

(i)      any hire paid which Charterers reasonablyestimate 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’ accountpursuant to any provision hereof, and;

 

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

 

any such adjustments tobe made at the due date for the next monthly payment after the facts have beenascertained. Charterers shall not be responsible for any delay or error byOwners’ bank in crediting Owners’ account provided that Charterers have madeproper and timely payment.

 

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In default of such properand timely payment:

 

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

 

(b)     Interest on any amount due but not paid onthe due date shall accrue from the day after that date up to and including theday 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 NewYork time on the due date, or, if no such interest rate is published on thatday, the interest rate published for the next preceding day on which such arate was so published, computed on the basis of a 360 day year of twelve 30-daymonths, compounded semi-annualy.

 

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**SpaceAvailable to Charterers**

 

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

 

**SegregatedBallast**

 

11.     Inconnection with the Council of the European Union Regulation on theImplementation of IMO Resolution A747(18) Owners will ensure that the followingentry is made on the International Tonnage Certificate (1969) under thesection headed “Remarks”.

 

“The segregated ballasttanks comply with the Regulation 13 of Annex 1 of the International Conventionfor the Prevention of Pollution from Ships, 1973, as modified by the Protocolof 1978 relating thereto, and the total tonnage of such tanks exclusively usedfor the carriage of segregated water ballast is **asrequired** The reduced gross tonnage which should be used for thecalculation of tonnage based fees **has been provided toCharterers**”.

 

**Instructionsand Logs**

 

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

 

**Billsof Lading**

 

13.     (a)      Themaster (although appointed by Owners) shall be under the orders and directionof Charterers as regards employment of the vessels, agency and otherarrangements, and shall sign Bills of Lading as Charterers or their agents maydirect (subject always to Clauses 35(a) and 40) withoutprejudice to this charter.  Charterers hereby indemnify Owners against allconsequences or liabilities that may arise;

 

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

 

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

 

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

 

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

 

(ii)     If any proceeding is commenced againstOwners or any of Owners’ servants or agents in connection with the vesselshaving delivered cargo in accordance with such request, Charterers shallprovide Owners or any of Owners’ servants or agents from time to time on demandwith sufficient funds to defend the said proceedings.

 

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

 

(iv)    Charterers shall, if called upon to do so at any time while such cargois 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 nameas discharge port the place where delivery actually occurred shall have arrivedand/or come into Charterers’ possession, Charterers shall produce and deliverthe same to Owners whereupon Charterers’ liability hereunder shall cease.

 

Provided however, ifCharterers have not received all such original Bills of Lading by 24.00 hourson the day 36 calendar months after the date of discharge, that this indemnityshall terminate at that time unless before that time Charterers have receivedfrom Owners written notice that:

 

a)      Someperson is making a claim in connection with Owners delivering cargo pursuant toCharterers request or,

 

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b)      Legalproceedings have been commenced against Owners and/or carriers and/orCharterers and/or any of their respective servants or agents and/or the vesselfor the same reason.

 

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

 

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

 

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

 

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

 

**Conductof Vessel’s Personnel**

 

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

 

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**Bunkersat Delivery and Redelivery**

 

15.     Charterersshall accept and pay for all bunkers on board at the time of delivery, andOwners shall on redelivery (whether it occurs at the end of the charter or onthe earlier termination of this charter) accept and pay for all bunkersremaining 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 deliveredto and redelivered from the charter with, at least, a quantity of bunkers onboard sufficient to reach the nearest main bunkering port.

 

Notwithstanding anythingcontained in this charter all bunkers on board the vessel shall, throughout theduration of this charter, remain the property of Charterers and can only bepurchased on the terms specified in the charter at the end of the charterperiod 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 notrelieve Owners from responsibility at all times for proper stowage, which mustbe controlled by the master who shall keep a strict account of all cargo loadedand discharged.  Owners hereby indemnify Charterers, their servants andagents against all losses, claims, responsibilities and liabilities arising inany way whatsoever from the employment of pilots, tugboats or stevedores, whoalthough employed by Charterers shall be deemed to be the servants of and inthe service of Owners and under their instructions (even if such pilots,tugboat personnel or stevedores are in fact the servants of Charterers theiragents or any affiliated company); provided, however, that:

 

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

 

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

 

**Super-Numeraries**

 

17.     Charterersmay send representatives in the vessel’s available accommodation upon anyvoyage made under this charter, Owners finding provisions and all requisites assupplied to officers, except alcohol.  Charterers paying at the rate ofUnited States Dollars 15 (fifteen) per day for each representative while onboard the vessels.

 

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**Sub-letting/Assignment/Novation**

 

18.     Charterersmay sub-let the vessels, but shall always remain responsible to Owners for duefulfilment of this charter.

 

**FinalVoyage**

 

19.     Ifwhen a payment of hire is due hereunder Charterers reasonably expect toredeliver the vessels before the next payment of hire would fall due, the hireto be paid shall be assessed on Charterers’ reasonable estimate of the timenecessary to complete Charterers’ programme up to redelivery, and from whichestimate Charterers may deduct amounts due or reasonably expected to become duefor:

 

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

 

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

 

Promptly after redeliveryany overpayment shall be refunded by Owners or any underpayment made good byCharterers.

 

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If at the time thischarter would otherwise terminate in accordance with Clause 4 the vesselsare 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 andconditions as stand herein for as long as necessary to complete such ballastvoyage, or to complete such laden voyage and return to a port of redelivery asprovided by this charter, as the case may be.

 

**Lossof Vessel**

 

20.     Shouldthe 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 whichthe vessels’ underwriters agree that the vessels are a constructive total loss;should the vessels be missing, this charter shall terminate and hire shallcease at noon on the day on which they were last heard of.  Any hire paidin advance and not earned shall be returned to Charterers and Owners shallreimburse Charterers for the value of the estimated quantity of bunkers onboard at the time of termination, at the price paid by Charterers at the lastbunkering port.

 

**Off-hire**

 

21.     (a)     Oneach and every occasion that there is loss of time (whether by way ofinterruption 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 forrepairs; breakdown (whether partial or total) of machinery, boilers or otherparts of the vessels or their equipment (including without limitation tankcoatings); overhaul, maintenance or survey; collision, stranding, accident ordamage to the vessels; or any other similar cause preventing the efficientworking of the vessels; and such loss continues for more than three consecutivehours (if resulting from interruption in the vessels’ service) or cumulates tomore 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 orcrew; or;

 

(iii)    for the purpose of obtaining medical adviceor treatment for or landing any sick or injured person (other than a Charterers’representative carried under Clause 17 hereof) or for the purposeof 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 fromthe master, officers or crew having had communication with the shore at anyinfected area without the written consent or instructions of Charterers ortheir agents, or to any detention by customs or other authorities caused bysmuggling 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 byauthorities at home or abroad attributable to legal action against or breach ofregulations by the vessels, the vessels’ owners, or Owners (unless broughtabout by the act or neglect of Charterers); then;

 

without prejudice toCharterers’ rights under Clause 3 or to any other rights ofCharterers hereunder, or otherwise, the vessels shall be off-hire from thecommencement of such loss of time until they are again ready and in anefficient state to resume service from a position not less favourable toCharterers than that at which such loss of time commenced; provided, however,that any service given or distance made good by the vessels whilst off-hireshall 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 anyguaranteed speed pursuant to Clause 24, and such failure ariseswholly 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 21shall be the difference between:

 

(i)      the time the vessels would have requiredto 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 ofsuch service).

 

For the avoidance ofdoubt, all time included under (ii) above shall be excluded from anycomputation under Clause 24 .

 

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

 

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

 

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

 

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

 

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**PeriodicalDrydocking**

 

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

 

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

 

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

 

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

 

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

 

Any time which, but forsub-Clause (i) above, would be off-hire, shall not be included in anycalculation under Clause 24 .

 

The expenses ofgas-freeing, including without limitation the cost of bunkers, shall be forOwners’ account.

 

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

 

(d)     Charterers shall, insofar as cleaning forperiodical drydocking may have reduced the amount of tank-cleaning necessary tomeet Charterers’ requirements, credit Owners with the value of any bunkerswhich Charterers calculate to have been saved thereby, whether the vesselsdrydock at an offered or a special port.

 

**ShipInspection**

 

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

 

(a)     that neither the exercise nor the non-exercise, nor anything done or notdone in the exercise or non-exercise, by Charterers of such right shall in anyway reduce the master’s or Owners’ authority over, or responsibility toCharterers or third parties for, the vessels and every aspect of theiroperation, nor increase Charterers’ responsibilities to Owners or third partiesfor the same; and;

 

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

 

**DetailedDescription and Performance**

 

24.     Ownersguarantee that the speed and consumption of the vessels shall be as agreed withCharterers.

 

**Salvage**

 

25.     Subjectto 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 tothird parties) incurred in saving or attempting to save life or in successfulor unsuccessful attempts at salvage shall be borne equally by Owners andCharterers provided that Charterers shall not be liable to contribute towardsany salvage payable by Owners arising in any way out of services rendered underthis Clause 25 .

 

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All salvage and allproceeds from derelicts shall be divided equally between Owners and Charterersafter deducting the master’s, officers’ and crew’s share.

 

**Lien**

 

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

 

**Exceptions**

 

27.     (a)      Thevessels, their master and Owners shall not, unless otherwise in this charterexpressly provided, be liable for any loss or damage or delay or failurearising or resulting from any act, neglect or default of the master, pilots,mariners or other servants of Owners in the navigation or management of thevessel; fire, unless caused by the actual fault or privity of Owners; collisionor 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 hereofshall be unaffected by the foregoing.  Further, neither the vessels, theirmaster or Owners, nor Charterers shall, unless otherwise in this charterexpressly provided, be liable for any loss or damage or delay or failure inperformance hereunder arising or resulting from act of God, act of war, seizureunder 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 withor without pilots, to tow or go to the assistance of vessels in distress and todeviate for the purpose of saving life or property.

 

(c)     Clause 27(a) shall not applyto, or affect any liability of Owners or the vessels or any other relevantperson in respect of:

 

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

 

(ii)     any claim (whether brought by Charterers orany other person) arising out of any loss of or damage to or in connection withcargo.  Any such claim shall be subject to the Hague-Visby Rules orthe Hague Rules or the Hamburg Rules, as the case may be, which oughtpursuant to Clause 38 hereof to have been incorporated in the relevantBill of Lading (whether or not such Rules were so incorporated) or, if nosuch Bill of Lading is issued, to the Hague-Visby Rules unless the HamburgRules compulsorily apply in which case to the Hamburg Rules.

 

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

 

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not apply to or in anyway affect any provision in this charter relating to off-hire or to reductionof hire.

 

**InjuriousCargoes**

 

28.     Noacids, explosives or cargoes injurious to the vessel shall be shipped andwithout prejudice to the foregoing any damage to the vessels caused by theshipment of any such cargo, and the time taken to repair such damage, shall befor Charterers’ account.  No voyage shall be undertaken, nor any goods orcargoes loaded, that would expose the vessel to capture or seizure by rulers orgovernments.

 

**Gradeof Bunkers**

 

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

 

Charterers warrant thatall bunkers provided by them in accordance herewith shall be of a qualitycomplying with ISO Standard 8217 for Marine Residual Fuels and Marine DistillateFuels as applicable.

 

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**Disbursements**

 

30.     Shouldthe master require advances for ordinary disbursements at any port, Charterersor their agents shall make such advances to him, in consideration of whichOwners shall pay a commission of two and a half per cent, and all such advancesand commission shall be deducted from hire.

 

**Laying-up**

 

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

 

**Requisition**

 

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

 

**Outbreakof War**

 

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

 

**AdditionalWar Expenses**

 

34.     Ifthe vessels are ordered to trade in areas where there is war (de facto or dejure) or threat of war, Charterers shall reimburse Owners for any additionalinsurance premia, crew bonuses and other expenses which are reasonably incurredby Owners as a consequence of such orders, provided that Charterers are givennotice of such expenses as soon as practicable and in any event before suchexpenses are incurred, and provided further that Owners obtain from theirinsurers a waiver of any subrogated rights against Charterers in respect of anyclaims by Owners under their war risk insurance arising out of compliance withsuch orders.

 

Any payments byCharterers under this Clause will only be made against provendocumentation.  Any discount or rebate refunded to Owners, for whateverreason, in respect of additional war risk premium shall be passed on toCharterers.

 

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**WarRisks**

 

35.     (a)      Themaster shall not be required or bound to sign Bills of Lading for any placewhich in his or Owners’ reasonable opinion is dangerous or impossible for thevessel to enter or reach owing to any blockade, war, hostilities, warlikeoperations, civil war, civil commotions or revolutions.

 

(b)     If in the reasonable opinion of the masteror Owners it becomes, for any of the reasons set out in Clause 35(a)or by the operation of international law, dangerous, impossible or prohibitedfor the vessel to reach or enter, or to load or discharge cargo at, any placeto which the vessels have been ordered pursuant to this charter (a “place ofperil”), then Charterers or their agents shall be immediately notified inwriting or by radio messages, and Charterers shall thereupon have the right toorder the cargo, or such part of it as may be affected, to be loaded ordischarged, as the case may be, at any other place within the trading limits ofthis 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 ordershave been received from Charterers or their agents within 48 hours after dispatchof such messages, then Owners shall be at liberty to discharge the cargo orsuch part of it as may be affected at any place which they or the master may intheir or his discretion select within the trading limits of this charter andsuch discharge shall be deemed to be due fulfilment of Owners’ obligationsunder this charter so far as cargo so discharged is concerned.

 

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(c)     The vessels shall have liberty to complywith any directions or recommendations as to departure, arrival, routes, portsof call, stoppages, destinations, zones, waters, delivery or in any other wisewhatsoever given by the government of the state under whose flag the vesselssail or any other government or local authority or by any person or body actingor purporting to act as or with the authority of any such government or localauthority including any de facto government or local authority or by any personor body acting or purporting to act as or with the authority of any suchgovernment or local authority or by any committee or person having under theterms of the war risks insurance on the vessel the right to give any suchdirections or recommendations.  If by reason of or in compliance with anysuch directions or recommendations anything is done or is not done, such shallnot be deemed a deviation.  If by reason of or in compliance with any suchdirection or recommendation the vessels do not proceed to any place ofdischarge to which she has been ordered pursuant to this charter, the vesselsmay proceed to any place which the master or Owners in his or their discretionselect 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’ obligationsunder this charter so far as cargo so discharged is concerned.

 

Charterers shall procurethat all Bills of Lading issued under this charter shall contain the Chamber ofShipping War Risks Clause 1952.

 

**Bothto Blame Collision Clause**

 

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

 

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

 

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

 

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

 

**NewJason Clause**

 

37.     Generalaverage contributions shall be payable according to York/Antwerp Rules, 1994 asamended from time to time, and shall be adjusted in London in accordance withEnglish law and 

 

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practice but shouldadjustment be made in accordance with the law and practice of the United Statesof America, the following position shall apply:

 

“In the event ofaccident, danger, damage or disaster before or after the commencement of thevoyage, resulting from any cause whatsoever, whether due to negligence or not,for which, or for the consequence of which, the carrier is not responsible bystatute, contract or otherwise, the cargo, shippers, consignees or owners ofthe cargo shall contribute with the carrier in general average to the paymentof any sacrifices, losses or expenses of a general average nature that may bemade or incurred and shall pay salvage and special charges incurred in respectof the cargo.”

 

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“If a salving ship isowned or operated by the carrier, salvage shall be paid for as fully as if thesaid salving ship or ships belonged to strangers.  Such deposit as thecarrier or his agents may deem sufficient to cover the estimated contributionof the cargo and any salvage and special charges thereon shall, if required, bemade by the cargo, shippers, consignees or owners of the cargo to the carrierbefore delivery.”

 

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

 

**ClauseParamount**

 

38.     Charterersshall procure that all Bills of Lading issued pursuant to this charter shallcontain the following:

 

“(1) Subject tosub-Clause (2) or (3) hereof, this Bill of Lading shall be governedby, and have effect subject to, the rules contained in the InternationalConvention for the Unification of Certain Rules relating to Bills ofLading 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 bedeemed to be either a surrender by the carrier of any of his rights orimmunities or any increase of any of his responsibilities or liabilities underthe Hague-Visby Rules.”

 

“(2) If there isgoverning legislation which applies the Hague Rules compulsorily to thisBill of Lading, to the exclusion of the Hague-Visby Rules, then this Bill ofLading shall have effect subject to the Hague Rules.  Nothing thereincontained shall be deemed to be either a surrender by the carrier of any of hisrights or immunities or an increase of any of his responsibilities or liabilitiesunder the Hague Rules.”

 

“(3) If there isgoverning legislation which applies the United Nations Convention on theCarriage of Goods by Sea 1978 (hereafter the “Hamburg Rules”) compulsorily tothis Bill of Lading, to the exclusion of the Hague-Visby Rules, then this Billof Lading shall have effect subject to the Hamburg Rules.  Nothing thereincontained shall be deemed to be either a surrender by the carrier of any of hisrights or immunities or an increase of any of his responsibilities or liabilitiesunder the Hamburg Rules.”

 

“(4) If any term ofthis Bill of Lading is repugnant to the Hague-Visby Rules, or Hague Rules, orHamburg Rules, as applicable, such term shall be void to that extent but nofurther.”

 

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

 

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**Insurance/ITOPF**

 

39.     Ownerswarrant that the vessels are now, and will, throughout the duration of thecharter:

 

(a)     be owned or demise chartered by a member ofthe 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 oilpollution 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 (onethousand million);

 

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

 

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

 

**ExportRestrictions**

 

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

 

Charterers shall procurethat all Bills of Lading issued under this charter shall contain the followingclause:

 

“If any laws rules orregulations applied by the government of the country in which the cargo wasproduced and/or shipped, or any relevant agency thereof, impose a prohibitionon export of the cargo to the place of discharge designated in or ordered underthis Bill of Lading, carriers shall be entitled to require cargo ownersforthwith to nominate an alternative discharge place for the discharge of thecargo, or such part of it as may be affected, which alternative place shall notbe subject to the prohibition, and carriers shall be entitled to accept ordersfrom cargo owners to proceed to and discharge at such alternative place. If cargo owners fail to nominate an alternative place within 72 hours afterthey 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 maybe affected by the prohibition at any safe place on which they or the mastermay in their or his absolute discretion decide and which is not subject to theprohibition, and such discharge shall constitute due performance of thecontract contained in this Bill of Lading so far as the cargo so discharged isconcerned”.

 

The foregoing provisionshall apply mutatis mutandis to this charter, the references to a Bill ofLading being deemed to be references to this charter.

 

**BusinessPrinciples**

 

41.     (Deleted)

 

**Drugs andAlcohol**

 

42.     (a) Owners warrant that they have in forcean active policy covering the vessels which meets or exceeds the standards setout in the “Guidelines for the Control of Drugs and Alcohol On Board Ship” aspublished by the Oil Companies International Marine Forum (OCIMF) dated January1990 (or any subsequent modification, version, or variation of theseguidelines) and that this policy will remain in force throughout the charterperiod, and Owners will exercise due diligence to ensure the policy is compliedwith.

 

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(b) Ownerswarrant that the current policy concerning drugs and alcohol on board isacceptable to ExxonMobil and will remain so throughout the charter period.

 

**Oil MajorAcceptability**

 

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

 

**Pollutionand Emergency Response**

 

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

 

**ISPSCode/US MTSA 2002**

 

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

 

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

 

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

 

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

 

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

 

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(c).    Notwithstanding anything else contained inthis charter costs or expenses related to security regulations or measuresrequired by the port facility or any relevant authority in accordance with theISPS Code/MTSA including, but not limited to, security guards, launch services,tug escorts, port security fees or taxes and inspections, shall be forCharterers’ 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 Ownersto comply with the security plan required by the ISPS Code/MTSA shall be forOwners’ account.

 

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

 

(e).    If either party makes any payment which isfor the other party’s account according to this Clause, the other party shallindemnify the paying party.

 

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**Law andLitigation**

 

46.     (Deleted)

 

**Confidentiality**

 

47.     Allterms and conditions of this charter arrangement shall be kept private andconfidential, except as required by applicable law

 

**Construction**

 

48.     Theside headings have been included in this charter for convenience of referenceand shall in no way affect the construction hereof.

 
| Additional Clauses: |   | As attached, shall be  incorporated herein. |
|---------------------|--------|---------------------------------------------|

 
| **SIGNED FOR OWNERS**    |               | **SIGNED FOR CHARTERES** |   |
|--------------------------|--------------------|--------------------------|--------|
| **OSG 400 LLC**          |               | **OSP 400 LLC**          |   |
|                     |               |                     |   |   |
| By:                      | /s/  Henry Flinter |                     | By:    | /s/ Janice K. Smith |
|                     |               |                     |   |   |   |   |
|                     | Name:              | Henry Flinter            |   |   | Name: | Janice K. Smith |
|                     | Title:             | Manager                  |   |   | Title: | Manager |
|                     |               |                     |   |   |
|                     |               |                     |   |   |
| **OSG CONSTITUTION LLC** |               |                     |   |   |
|                     |               |                     |   |   |
|                     |               |                     |   |   |
| By:                      | /s/  Jerry Miller  |                     |   |   |   |
|                     |               |                     |   |   |   |   |
|                     | Name:              | Jerry Miller             |   |   |   |   |
|                     | Title:             | Manager                  |   |   |   |   |
|                          |                    |                          |        |  |  |  |  |  |

 

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** **

**Additional Terms**

**To the time charter dated April 1,2008 between: (a) OSG 400**

**LLC and OSG Constitution LLC; and(b) OSP 400 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

 

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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 CENTERCERTIFICATES

** **

**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

 

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** **

**1.****        ****Charterhire, Payments and Expense**

 

1.1       OWNER’SBANK

 

See clause 9 of the Shelltime 4 form.

 

1.2       TIMECHARTER HIRE RATE

 

 See clause 8 of the Shelltime 4 form

 

1.3       OWNER’SITEMS

 

Itis 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, lifeboatinstitution at each port and, when off hire, fuel for domestic services.  Owner shall be responsible for settling allof its expenses directly with agents.

 

1.4       COMMISION:

 

None

 

1.5       HIREPAYMENT

 

Notwithstandingthe provisions of Clause 9 of the Shelltime 4 form, Charterer shall: (a) notbe responsible for any delay or error by Owner’s bank in crediting Owner’saccount provided that Charterer has made proper and timely payments; and (b) beresponsible for any delay or error caused by Charterer’s bank.

 

1.6       OPA/COFREXPENSES

 

Owneris responsible for periodic (annual or otherwise) OPA expenses.  Charterer is responsible for OPA premiumscharged on a per call basis.

 

**2.**         **Delivery/Redeliveryand Trading**

 

2.1       DELIVERY

 

SeeClause 4 (d) of the Shelltime 4 form.

 

2.2       REDELIVERY

 

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SeeClause 4 (d) of the Shelltime 4 form.

 

2.3       TRADING AREAS AND EXCLUSIONS

 

SeeClause 4 of the Shelltime 4 form.

 

### **2.4**      NOTICE OFDELIVERY/REDELIVERY

### ** **

### **.1**             See Clause 5 of theShelltime 4 form.

### ** **

2.5       BUNKERS ON DELIVERY/REDELIVERY

 

Bunkerson delivery to be settled at cost upon Owner’s verification of bunker invoiceof cost of bunkers.  If possible, vesselto be redelivered with approximately the same quantity fuel oil and gas oil tobe settled at cost upon Charterer’s verification of bunker invoice of cost ofbunkers.  In each case, quantities to beno less than 300 mt fuel oil and 50 mt gas oil. Bunker survey to be held at locations of delivery and redelivery unlessotherwise mutually agreed.  Time and costof both surveys to be split 50/50 between Owner and Charterer.  Title of bunkers to pass to Charterer upondelivery and to Owner upon redelivery.

 

2.6       OFF-HIRE PERIOD(S)

 

NotwithstandingClause 21(e) of the Shelltime 4 form, the time charter period may beextended by Charterer for all or any part of the time that the Vessels areoff-hire during the initial term of the charter. Charterer’s option to add backoff-hire time to the time charter period is to be exercised latest 20 daysprior to expiry.

 

2.7       BOYCOTT

 

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

 

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2.8       TRADING WHILE OFF-HIRE

 

Ownermay not under any circumstances trade the Vessels for its own account duringany 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

 

Shouldemergency drydocking be required, Charterer shall allow the Vessels to proceedto an appropriate port.  Owner shall besolely responsible for gas freeing the Vessels upon such occasion, and alltowing, pilotage, fuel and other expense incurred while proceeding to and fromand while in drydock shall be for Owner’s account.  Fuel used during such drydocking or repair asprovided in this clause or in proceeding to or from the port of drydocking orrepair, will be charged to Owner by Charterer at the price charged to Chartererby its bunker supplier at the last supply port.

 

Incase of emergency drydock pursuant to this clause at a port where the Vesselsare to load, discharge or bunker under Charterer’s orders, hire shall besuspended from the time the Vessels received free pratique on arrival, if inballast, or upon completion of discharge of cargo, if loaded, until the Vesselsare again ready for service.  In case ofdrydocking at a port other than where the Vessels load, discharge, or bunkerunder Charterer’s orders, the following time and bunkers shall be deducted fromhire:  total time and bunkers includingrepair port call from the actual voyage from last port of call under Charterer’sorder to next port of call under Charterer’s orders, less theoretical voyagetime and bunkers for the direct voyage from said last port of call to said nextport of call.  The period during whichhire is suspended including drydocking and repairs until the Vessels again comeon hire under the terms hereof shall count as off-hire under the terms of thisCharter.

 

C.        Cleaning Costs

 

Regardlessof whether the drydocking is a scheduled or emergency drydocking, anyincremental cleaning time and costs to clean for drydocking shall be for theOwner’s account.

 

2.10     LAY-UP

 

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

 

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

 

**3.**         **VesselOperations, Performance and Warranties**

 

3.1       SPILLPREVENTION

 

Priorto commencement of loading or discharging operations, all overboard lines areto be checked to ensure that they are securely closed.  Pumproom stripping line overboard dischargesshall be suitably blanked off before arriving in port.  These blanks are to be installed and retainedin line through the entire period that the Vessels are in coastal waters.  All other precautions are to be taken toavoid any spillage and/or leakage.  Ifduring loading or discharging operations there is any indication of spillage orleakage of oil or CPP cargo, the Vessels shall immediately cease all pumpingoperations and notify the Owner’s DPA (Dedicated Position Ashore), terminalrepresentative(s) and/or Charterer’s supervisor(s).  The Vessels shall not resume loading ordischarging operations until a thorough investigation is conducted andappropriate 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 thenegligence of Vessels’ crew or condition of the Vessels.  Notwithstanding the above, Owner shall alwayscomply with the terms of Clause 4.2.

 

3.2       OILY WASTE

 

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

 

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

 

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befor Charterer’s account.  If the residuesare to be kept on board, the Master shall arrange that the quantity be measuredin conjunction with the cargo suppliers, a note of the quantity shall be madein Vessels’ ullage record and a slop certificate shall be issued.  If Charterer requires that the residues bekept on board, segregated from cargo, they shall, at Charterer’s option, bedischarged at the discharging port(s) in accordance with Charterer’sinstructions.

 

3.3       SPEEDS/CONSUMPTIONS

 

Seeclause 24 of the Shelltime 4 form.

 

3.4       HEATING

 

Norequirements

 

3.5       SHIP TOSHIP TRANSFER

 

Charterershall have the right to perform loading and/or unloading of cargo via ship toship transfers (weather permitting and subject to Master’s approval which notto be unreasonably withheld) at anchor or off any port.  Charterer will provide fenders, hoses and allother equipment necessary to perform the lighterage operations to Master’ssatisfaction.  Owner agrees to allowsupervisory personnel on board, including mooring master, to assist in theperformance of lighterage operations. Any such ship to ship transfer operations shall be conducted inaccordance with the latest edition of OCIMF Ship to Ship Transfer Guide(Petroleum).

 

Fullor partial loading from or discharge to lighters/barges shall not be consideredship to ship transfers.

 

3.6       CARGOMANIFOLDS

 

Ownerwarrants that Vessels shall be equipped with pressure gauges fitted inboard ofthe valve at each discharge manifold connection.  Such gauges shall be maintained in properworking condition and each gauge shall have a valid test certificate.

 

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

 

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

 

Ownerfurther warrants that no more than one reducer or spacer will be used betweenVessels’ manifold valve and the terminal hose or loading arm connection inaccordance with OCIMF Guidelines.  TheVessels shall be equipped to present flanges of 10”, 12” and 16” (ASA) at allmanifold connections on one side of the Vessels.

 

3.7       CRUDEOIL WASH (COW)

 

N/A

 

3.8    INERT GAS SYSTEM

 

N/A

 

3.9       SURVEYAND SAMPLE

 

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

 

3.10     COMMINGLING/BLENDING

 

Charterershall have the option to commingle and blend different grades of cargo as theyare loaded into the Vessels’ tanks, provided that such commingling and blendingis within the Vessels’ technical capabilities and that the Owner/Masterconsider it safe to do so.  To the extentthat such commingling and blending operations are executed by the Vessels’staff in accordance with the Charterer’s instructions, Owner/Master shall notbe responsible for the quality of cargo resulting from such blendingoperations.

 

3.11     CARGORETENTION

 

Inthe 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 ofdischarge value of such cargo plus freight due with respect thereto providedthat the volume of cargo remaining on board is liquid and pumpable andreachable by Vessels’ fixed equipment (or would have been but for the fault ornegligence of the Owner, Master, Vessel or her crew including non-compliancewith cargo heating requirements as set forth in this charter party and/orvoyage instructions) as determined by a qualified independent inspector.

 

Thefindings of the aforementioned inspector, whether appointed by Charterer, cargoreceiver, cargo Owner, or Owner, shall be binding on both 

 

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

 

3.12     LOADINGWARRANTY

 

Ownerwarrants that Vessels can routinely load a homogenous cargo at a maximum rateof 36,000 barrels/hour provided two cargo lines are connected (except for startup and topping up operation).

 

3.13       PUMPINGPERFORMANCE WARRANTY

 

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

 

B.        Charterer is to be compensated at the HourlyRate of Hire for each hour, or pro rata for each part of an hour, that theVessels take in excess of the pumping time allowed per the rates stipulated insub-paragraph (A) hereof.  Inaddition, Charterer reserves the right to order the Vessels from any berth atany time at the Owner’s time and expense when this warranty is breached.  Owner will receive no credit or compensationif the Vessels are able to discharge at a rate greater than those specified above.  If the terminal or place of discharging doesnot allow or permit the Vessels to meet the above warranty, the Master shallforthwith issue a Letter of Protest (for which the Master, if possible, shallobtain acknowledgement) to such terminal or place and shall immediately adviseCharterer in writing by telex or facsimile. If the Master fails to issue the Letter of Protest, Owner shall bedeemed to waive any rights to contest that time was lost as a result of theVessels’ failure to comply with the above pumping warranty.  Any delay to Vessels’ discharge caused byshore conditions shall be taken into account in the assessment of pumpingperformance.

 

3.14       DRAWINGS/DATA

 

Thefollowing drawings/data shall be submitted to Charterer prior to delivery:

 

a)    General Arrangement Plan

b)    Capacity Plan

 

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c)    Mooring Arrangement

d)    Ballast Piping Diagram/ Arrangement

e)    Cargo Piping Diagram/Arrangement

f)    Any other documents or data requested by Charterer

 

Inaddition, the OCIMF questionnaire, Revised Ship Inspection Report (SIRE)Programme of Oil Companies International Marine Forum, for the vessels isdeemed to be fully incorporated into and forms an integral part of this TimeCharter.

 

3.15       REMEASUREMENT

 

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

 

3.16       ETA

 

Ownerwill instruct Vessel’s Master to advise Charterer of Vessels’ Estimated Time ofArrival (ETAs) at load and discharge ports as instructed by Charterer includingbut not limited to the following:

 

Vesselsshall advise load/discharge port terminal (via Agent) of their ETA at each ofthe following times:

 

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

2.         48 hours before arrival.

3.         24 hours before arrival.

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

 

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

 

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3.17       CBMMOORING EQUIPMENT

 

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

 

The Vessels have a minimumof 6 mooring lines or mooring wires mounted on winches as described below.  Each of these mooring lines or wires shallhave a minimum length of 200 meters.  ***Chartererhas 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:  Nylonor equivalent ropes are not acceptable. Wire or equivalent synthetic areacceptable.

 

Mounting:  Allwires/ropes must be mounted on their respective winch (see also locationbelow).

 

Certificates:  Allwire/rope certificates must be on board and available for Terminal review uponrequest.

 

Breaking Strength: dependent upon Vessels’ deadweight.

 

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

 

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

 

Chocks and Double-HornBitts:  Vessels must have two (2) closedchocks and at least one (1) set of bitts at each mooring location on bothport and starboard side.  Onlydouble-horn bitts are acceptable. Roller-type chocks may be acceptable only if they have been enclosed bywelding a preventive bar on top. Open-type roller chocks are not acceptable.

 

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Winch Brake HoldingCapacity:  Must conform to OCIMFguidelines and must be set at sixty percent (60%) of the breaking strength ofwires/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) metrictons breaking strength.

 

Boom:  Minimum fifteen (15) metric ton safe workingload boom or crane required.  The Vesselsare equipped with 5-ton boom.

 

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

 

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

 

3.18       SEATERMINALS

 

Ownerwarrants that when calling at a sea terminal, the Vessels will maintain theirengines in readiness and will be loaded and discharged in such a manner thatthey are able immediately to shut down cargo operations at any state of loadingor discharging, promptly disconnect hoses, release mooring lines, and proceedto another anchorage or area.

 

3.19       COMMUNICATIONEQUIPMENT

 

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

 

3.20       INMARSATTRACKING

 

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

 

InmarsatC number (9 digits beginning with 4):

Manufacturer,make, etc.:

ModelNumber:

 

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TerminalS/W version, if known:

 

3.21       MANNING

 

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

 

B.        Charterer requires Master and chief officerto have combined minimum experience of five years in rank (Similar for C/E and1/E).  Exceptions to this requirement maybe discussed on a case by case basis and shall depend on the characteristics ofthe Vessels, their trade and past experience on the same class of Vessels.

 

C.        Owner to endeavor, without guarantee, tomaintain operational continuity on Vessels by maintaining the same seniorofficers in rotation.

 

D.        Should Charterer identify an issue of concernrelating 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

 

Ownerundertakes that the Vessels will not change management, flag or be sold orotherwise disposed of during the currency of this charter without priorapproval of Charterer, not to be unreasonably withheld.

 

**4.****  ****Eligibility and Compliance**

 

4.1         APPROVALS

 

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

 

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

 

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

 

### **.2**         C.        Should Charterer requireother approvals, sufficient time and notice is to be given to Owner who willthen arrange for Vessels’ inspection at Charterer’s own expense.  Failure to obtain approvals shall giveCharterer the right to put the Vessels off hire, and costs to make good thedeficiencies will be for the Owner’s account.

### ** **

4.2         ELIGIBILITY

 

Subjectto Clause 5.11.B, Owner warrants that the Vessels are in all respects eligibleunder applicable conventions, laws and regulations for trading to the ports andplaces specified in Clause 4 and Clause 2.3, and that they shall have on boardfor inspection by the appropriate authorities all certificates, records,compliance letters, contingency plans and other documents required for suchservice including, but not limited to, ISM Safety Management Certificate, ISMDocument of Compliance, and Certificates of Financial Responsibility for OilPollution.  Owner further warrants thatthe Vessels do, and will, fully comply with all applicable conventions, laws,regulations and ordinances of any international, national, state or localgovernment entity having jurisdiction. In particular, Owner warrants that for trading to or from ports in theUnited States, the Vessels do and will comply with all requirements of theFederal Oil Pollution Act of 1990 (OPA 90), US Federal Water Pollution ControlAct, SOLAS IX (ISM), MARPOL 1973/1978/1983, Civil Liability Convention andregulations issued pursuant thereto and effective during the term of thischarter party.  Any delays, losses,expenses or damages arising as a result of failure to comply with this clauseshall be for Owner’s account and, where applicable, shall count as off-hiretime per Clause 21.  In the interest ofsafety, Owner recommends that the Master observe the recommendations as totraffic separation and routing which are issued from time to time by theInternational Maritime Organization (IMO) as promulgated by the state of theflag of the Vessels or the state in which the effective management of Vesselsis exercised.

 

4.3     I.T.F.

 

Ownerwarrants that the officers and crew are employed under an agreement recognizedand approved by the ITF and will remain so throughout the currency of thisCharter Party.  In the event that theVessels are subject to boycott by ITF or any other body, or delayed or renderedinoperative by strikes, labor stoppages/slowdowns or any other difficultiesarising from their flag, ownership, crew or terms of employment of other 

 

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crewof the same ownership, operations or control, such time lost is to beconsidered as off-hire and all expenses incurred thereby, including fuelconsumed during such period to be for Owner’s account.

 

4.4         DRUGAND ALCOHOL POLICY

 

Ownerwarrants that it has a policy on Drug and Alcohol Abuse (“Policy”) applicableto the Vessels which meets or exceeds the standards in the OCIMF Guidelines forthe Control of Drugs and Alcohol Onboard Ship. Under the Policy, alcohol impairment shall be defined as a blood alcoholcontent of 40 mg/100 ml or greater: the appropriate seafarers to be testedshall be the Vessels’ officers and crew and the drug/alcohol testing andscreening shall include unannounced testing in addition to routine medicalexaminations.  An objective of the policyshould be that the frequency of the unannounced testing be adequate to act asan effective abuse deterrent and that officers and crew be tested at least oncea year through a combined program of unannounced testing and routine medicalexaminations.  Owner further warrantsthat the Policy will remain in effect during the term of this Charter and thatOwner 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 hasfailed 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 andshall not be reassigned to them or to any other vessel on charter to Chartereror its affiliates.

 

4.5       SOLAS/MARPOL

 

N/A

 

4.6         ITOPF

 

Owner warrants that it is a member of theInternational Tanker Owner’s Pollution Federation (“ITOPF”) and that Owner willretain such membership during the term of this Charter.  Owner further warrants that the Vessels shallbe in full compliance with the 1992 Civil Liability Convention (CLC) and the1992 Fund Convention during the term of this Charter.

 

**5.****      ****Legal Provisions**

 

5.1         LAW AND LITIGATION

 

Anyand all disputes arising out of or relating to this contract shall bearbitrated in the City of New York before a board of three persons, 

 

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consistingof 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 proceduralchairman.  Their decision or that of anytwo of them shall be final and binding, and for the purpose of enforcing theaward, this agreement and the award may be made a rule of the court.  Either party may call for such arbitration byservice upon the other, wherever it may be found, in the form of a writtennotice specifying the nature of the claim and the name and contact details oftheir appointed arbitrator.  If the otherparty shall not, by written notice served on the first moving party within 20days of the service of such first notice, appoint its arbitrator to arbitratethe disputes or differences specified, then the first moving party shall havethe right without further notice to appoint a second arbitrator with preciselythe same force and effect as if said second arbitrator had been appointed bythe other party.  Awards by the panel, ora majority thereof, may include costs and reasonable attorneys fees.  The arbitration proceedings shall beconducted in accordance with the rules of the Society of MaritimeArbitrators, Inc. and the applicable law will be the Federal Maritime Lawof the United States.

 

5.2         AFFILIATES’ CLAIMS

 

A.        If, whether directly or indirectly, anybreach of this charter by Owner shall cause any company or companies which, atthe date of this charter, is or are associated with and/or affiliated toCharterer to suffer any loss or damage whatsoever or incur any liabilitywhatsoever to any third party, Owner shall be liable to Charterer to the fullextent of Charterers’ Affiliates’ or Associates’ losses and/or damages and/orliabilities including those arising under any bill of lading issued under thisCharter and Charterer shall be entitled to claim in respect thereof inaccordance with the Arbitration Clause of this charter.  Charterer warrants that any sums actuallyrecovered by it in respect of its Affiliates’ or Associates’ losses and/ordamages and/or liabilities shall be received by it for the account of suchAffiliates and/or Associates, in reduction and/or mitigation of their loss.

 

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

 

5.3         ASSIGNMENT

 

Charterermay sub-charter or assign this charter to any individual or company, butCharterer shall always remain responsible for the due 

 

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fulfillmentof this Charter.  Unless Chartererprovides its express written consent, not to be unreasonably withheld, Ownermay not assign this Charter or its obligations hereunder and any suchassignment will be void.

 

5.4         TENDER OF NOTICE

 

Anynotice due under this charter shall be sent on open CC format by eachauthorized party via fax or email as below or as otherwise instructed by theparties.

 

For Owner: OSG 300 LLC and OSG Liberty LLC

Fax: 212-251-1180

Email: PPopov@OSG.Com

 

ForCharterer: OSP 300 LLC

Fax:813-221-2649

Email:Fgordon@OSG.com

 

5.5       INSURANCE

 

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

 

·      Hull and Machinery Insurance includingcollision liability with a limit equal to or greater than Owner’s yearlydeclared value of the Vessels. Such insurance to waive all rights ofsubrogation against Charterer to the extent of the liabilities and/or indemnityobligations assumed by Owner under this Charter.

 

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

 

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

 

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

 

If so requested byCharterer, Owner shall promptly furnish to the Charterer proper evidence ofsuch insurance.  This warranty is to beregarded as an essential part of this Charter Party, which is conditional onits 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 fullforce and effect for the duration of this Charter Party.

 

5.6         WAR

 

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

 

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

 

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

 

(ii)             “WarRisks” shall include any war (whether actual or threatened), act of war, civilwar, hostilities, revolution, rebellion, civil commotion, warlike operations,the laying of mines (whether actual or reported), acts of piracy, acts ofterrorists, acts of hostility or malicious damage, blockades (whether imposedagainst all Vessels or imposed selectively against Vessels of certain flags orOwnership, or against certain cargoes or crews or otherwise howsoever), by anyperson, body, terrorist or political group, or the Government of any statewhatsoever, 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, hercargo, 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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shallnot be ordered to or required to continue to or through, any port, place, areaor zone (whether of land or sea), or any waterway or canal, where it appearsthat Vessels, their cargo, crew or other persons on board them l, in thereasonable judgment of the Master and/or the Owner, may be, or are likely tobe, exposed to War Risks.  Should theVessels be within any such place as aforesaid, which only becomes dangerous, oris likely to be or to become dangerous, after her entry into it, they shall beat liberty to leave it.

 

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

 

(f)          TheVessels shall have liberty:-

 

(i)         Tocomply 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 givenby the Government of the Nation under whose flag the Vessels sail, or otherGovernment to whose laws the Owner is subject, or any other Government, or anyother body or group whatsoever acting with the power to compel compliance withtheir orders or directions;

 

(ii)        Tocomply with the order, directions or recommendations of any war risksunderwriters who have the authority to give the same under the terms of the warrisks insurance;

 

(iii)       Tocomply with the terms of any resolution of the Security Council of the UnitedNations, any directives of the European Community, the effective orders of anyother Supranational body which has the right to issue and give the same, andwith 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 theirenforcement;

 

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

 

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

 

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

 

(h)           If in compliance with any of the provisions of subclauses (b) to (f) ofthis 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 ofLading shall not constitute a declaration of discharge port(s) andCharterer shall have the right to order the Vessels to any port(s) withinthe terms of this Charter Party.***

 

***If Chartererrequests Owner to deliver cargo at a discharge port or place:***

 

***(1)******  ******Without prior presentation to the Vessels at the dischargeport or place of one of the original Bills of Lading issued for the cargo, dulyendorsed, and/or***

 

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

 

***Chartererhereby indemnifies Owner, without further invocation, against claims brought byholders of original Bills of Lading against Owner in accordance with Owner’sletter of indemnity wording from Owner’s P&I Club which must be member ofthe International Group of P&I Clubs. Owner and Charterer agree that any requirement contained in the abovereferenced “letter of indemnity” wording for a bank guarantee is herebywaived.  For consistency, letter ofindemnity choice of law and dispute resolution procedure is deemed to be asprovided under this charterparty Clause 5.1***

 

***5.8******      ******C***ONFIDENTIALITY

 

Theterms and conditions of this Time Charter shall remain private andconfidential.

 

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5.9       LOSS OFVESSEL

 

Shouldthe Vessels be lost, or be missing and presumed lost, hire shall cease at thetime of her loss, or if such time is unknown, at the time when the Vessels werelast 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 andnot earned shall be returned to Charterer. If the Vessels should be missing when a payment of hire would otherwisebe due, such payment shall be postponed until the safety of the Vessels areascertained.  If the Vessels shouldbecome a CTL, Charterer shall have the option to cancel this Charter on writtennotice to Owner.  The Vessels shall bedeemed a CTL under this Charter when the cost of recovering and repairing themis reasonably estimated to exceed their value when repaired, without takinginto consideration any value of this Charter.

 

5.10     CONFLICTSOF INTEREST

 

Nodirector, employee or agent of Owner shall give or receive any commission, fee,rebate, gift or entertainment of significant cost or value in connection withthis Charter Party (other than brokerage commissions and other commissions andfees described in this Charter Party), or enter into any other businessarrangement with any director, employee or agent of Charterer or any of itsaffiliates without prior written notification to Charterer.  Any representative(s) authorized byCharterer may audit any and all records of Owner for the sole purpose ofdetermining whether there has been compliance with this clause.

 

5.11       CONTRACT INTERPRETATION

 

A.        The headings of these clauses are insertedfor convenience of reference and shall be ignored in the interpretation andconstruction of this Charter.  In theevent 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 theparties and supercedes any earlier agreements and discussions.  Any amendments to this Time Charter must bein writing from authorized persons.

 

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