**Exhibit 10.10**

 

**Codeword for this Charter Party**

**“SHELLTIME4”**

 

Issued December 1984amended December 2003

 

**TimeCharter Party**

**NewYork**

** April 29, 2008**

 

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

 

**Descriptionand Condition of Vessel**

 

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

 

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

 

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

 

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

 

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

 

(e)   the Tug shall be in every wayfitted for burning, in accordance with the grades specified in Clause 29hereof; IFO 380 CST RMG 380 ISO 8217:2005 (E) and ISO DMA 8217:2005 –Charterers will endeavor to procure IFO with maximum 3.0% sulphur, provided itis readily available within the port the Tug would normally bunker and withoutincremental time or cost to Charterers, as compared to IFO that would otherwisebe supplied with 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 mainpropulsion and fuel oil/marine diesel oil* for auxiliaries;

 

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

 

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

 

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

 

(h)   Each shall comply with thedescription in the OCIMF Harmonised Vessel Particulars Questionnaire, appendedhereto as Appendix A, provided however that if there is any conflict betweenthe provisions 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 Vesselshall not be changed, without approval of Charterers, which shall not beunreasonably withheld;

 

**SafetyManagement**

 

(j)    Ownerswill operate:

 

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

 

(ii)   a documented safe workingprocedures system (including procedures for the identification and mitigationof risks);

 

(iii)  a documented environmentalmanagement system;

 

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

 

(k)   Owners shall submit toCharterers a monthly written report detailing all accidents/incidents andenvironmental reporting requirements;

 

(l)    Owners shall maintain HealthSafety Environmental (“HSE”) records sufficient to demonstrate compliance withthe requirements 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 attheir expense for a SIRE inspection to be carried out at intervals of sixmonths plus or minus thirty days.

 

**ShipboardPersonnel and their Duties**

 

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

 

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

 

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

 

(iii)  all shipboard personnel shall betrained in accordance with the relevant provisions of the InternationalConvention on Standards of Training, Certification and Watchkeeping forSeafarers, 1995 or any additions, modifications or subsequent versions thereof;

 

(iv)  there shall be on boardsufficient personnel with a good working knowledge of the English language toenable cargo operations at loading and discharging places to be carried outefficiently and safely and to enable communications between the vessels andthose loading the Barge or accepting discharge there from to be carried outquickly and efficiently;

 

(v)   the terms of employment of thevessels’ staff and crew will always remain acceptable to The InternationalTransport Worker’s Federation and the vessels will at all times carry a BlueCard;

 

(vi)  the nationality of the vessels’officers given in the OCIMF Vessel Particulars Questionnaire referred to in Clause1(h) will not change without Charterers’ prior agreement.

 

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(b)   Owners guarantee thatthroughout the charter service the master shall with the vessel’s officers andcrew, unless otherwise ordered by Charterers;

 

(i)    prosecute all voyages with theutmost despatch;

 

(ii)   render all customaryassistance; and

 

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

 

**Duty toMaintain**

 

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

 

(b)   If at any time whilst thevessels are on hire under this charter they fail to comply with the requirementsof Clauses 1, 2(a) or 10 then hire shall be reducedto the extent necessary to indemnify Charterers for such failure. If and to theextent that such failure affects the time taken by the vessels to perform anyservices under this charter, hire shall be reduced by an amount equal to thevalue, 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 oftheir obligations 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 Charterersimmediately, in writing, should either vessel fail an inspection by, but notlimited to, a governmental and/or port state authority, and/or terminal and/ormajor charterer of similar tonnage. Owners shall simultaneously adviseCharterers of their proposed course of action to remedy the defects which havecaused the failure of such inspection.

 

(e)   If, in Charterers reasonablyheld view:

 

(i)    failure of an inspection, or,

 

(ii)   any finding of an inspection,

 

referred to in**Clause 3(d), prevents normal commercial operationsthen Charterers have the option to place the vessel off-hire from the date andtime that the vessel fails such inspection, or becomes commercially inoperable,until the date and time that the vessel passes a re-inspection by the sameorganisation, or becomes commercially operable, which shall be in a position noless favourable to Charterers than at which she went off-hire.

 

(f)    Furthermore, at any time whilethe vessel is off-hire under this Clause 3 (with the exception of Clause 3(e)(ii)),Charterers have the option to terminate this charter by giving notice 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)   Owners agree to let and Charterers agree to hire thevessels for a period commencing on or about April 1, 2008 and ending on orabout December 31, 2009 plus or minus **30** days inCharterers’ option commencing from the time and date of delivery of thevessels, for the purpose of carrying all lawful merchandise (subject always to Clause28) including in particular clean petroleum products:

 

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

 

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

 

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

 

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(d)   Unless otherwise agreed, thevessels shall be delivered by Owners dropping outward pilot at a port chosen byCharterers

 

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

 

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

 

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

 

**Laydays/Cancelling**

 

5.     The vessels shall not bedelivered to Charterers before **April 29, 2008**and Charterers shall have the option of cancelling this charter if the vesselsare not ready and at their disposal on or before **April 28,2008**

 

**Ownersto Provide**

 

6.     Owners undertake to provideand to pay for all provisions, wages (including but not limited to all overtimepayments), and shipping and discharging fees and all other expenses of themaster, officers And crew; also, except as provided in Clauses 4 and 34hereof, for all insurance on the vessels, for all Deck, cabin and engine-roomstores, and for water (limited to crew only); for all drydocking, overhaul,maintenance and repairs to the vessels. Owners’ obligations under this Clause6 extend to all liabilities for customs or import duties arising at anytime during the performance of this charter in relation to the personal effectsof the master, officers and crew, and in relation to the stores, provisions andother matters aforesaid which Owners are to provide and pay for and Ownersshall refund to Charterers any sums Charterers or their agents may have paid orbeen compelled to pay in respect of any such liability.  Any amountsallowable in general average for wages and provisions and stores shall becredited to Charterers insofar as such amounts are in respect of a Period whenthe vessels are on-hire.

 

**Charterersto Provide**

 

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

 

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(b)   In respect of bunkers consumedfor 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 thischarter include ports in the United States of America and/or its protectoratesthen Charterers 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.

 

**Rate ofHire**

 

8.     Subject as herein provided,Charterers shall pay for the use and hire of the vessels at the rate of UnitedStates Dollars **$28,500** 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.     Subject to Clause 3 (c) and3 (e), payment of hire shall be made in immediately available funds

 

to:           **FifthThird Bank**

**Cincinatti,Ohio**

**Account:  ABA#042000314**

**ForCredit to Account No. 09990203987**

**in thename of OSG America Operating Company LLC**

 

in United States Dollarsper calendar month in advance, less:

 

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

 

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

 

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

 

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 Charterersof such default and Charterers shall within seven days of receipt of suchnotice pay to Owners the amount due, including interest, failing which Ownersmay withdraw the vessels from the service of Charterers without prejudice toany other rights Owners may have under this charter or otherwise; and;

 

(b)   Interest on any amount due butnot paid on the due date shall accrue from the day after that date up to andincluding the day when payment is made, at a rate per annum which shall be 1%above the U.S. Prime Rate as published by the Chase Manhattan Bank in New Yorkat 12.00 New York time on the due date, or, if no such interest rate ispublished on that day, the interest rate published for the next preceding dayon which such a rate was so published, computed on the basis of a 360 day yearof twelve 30-day months, compounded semi-annualy.

 

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**SpaceAvailable to Charterers**

 

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

 

**SegregatedBallast**

 

11.   In connection with the Councilof the European Union Regulation on the Implementation of IMO ResolutionA747(18) Owners will ensure that the following entry is made on theInternational Tonnage Certificate (1969) under the section 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.   Charterers shall from time totime give the master all requisite instructions and sailing directions, and themaster shall keep a full and correct log of the voyage or voyages, whichCharterers or their agents may inspect as required.  The master shall whenrequired furnish Charterers or their agents with a true copy of such log andwith properly completed loading and discharging port sheets and voyage reportsfor each voyage and other returns as Charterers may require.  Charterersshall be entitled to take copies at Owners’ expense of any such documents whichare not provided by the master.

 

**Bills ofLading**

 

13.   (a)   The master (although appointed by Owners) shall beunder the orders and direction of Charterers as regards employment of thevessels, agency and other arrangements, and shall sign Bills of Lading asCharterers or their agents may direct (subject always to Clauses 35(a) and40) without prejudice to this charter.  Charterers hereby indemnifyOwners against all consequences or liabilities that may arise;

 

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

 

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

 

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(b)   If Charterers by telex,facsimile or other form of written communication that specifically refers tothis Clause request Owners to discharge a quantity of cargo either withoutBills of Lading and/or at a discharge place other than that named in a Bill ofLading and/or that is different from the Bill of Lading quantity, then Ownersshall discharge such cargo in accordance with Charterer’s instructions inconsideration of receiving the following indemnity which shall be deemed to begiven by Charterers on each and every such occasion and which is limited invalue to 200% of the CIF value of the cargo carried on board;

 

(i)    Charterers shall indemnifyOwners and Owners’ servants and agents in respect of any liability loss ordamage of whatsoever nature (including legal costs as between attorney orsolicitor and client and associated expenses) which Owners may sustain byreason of delivering such cargo in accordance with Charterers’ request.

 

(ii)   If any proceeding is commencedagainst Owners or any of Owners’ servants or agents in connection with thevessels having delivered cargo in accordance with such request, Charterersshall provide Owners or any of Owners’ servants or agents from time to time ondemand with 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)     Some person is making a claimin connection with Owners delivering cargo pursuant to Charterers request or,

 

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b)    Legal proceedings have beencommenced against Owners and/or carriers and/or Charterers and/or any of theirrespective servants or agents and/or the vessel for 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.   If Charterers complain of theconduct of the master or any of the officers or crew, Owners shall immediatelyinvestigate the complaint.  If the complaint proves to be well founded,Owners shall, without delay, make a change in the appointments and Owners shallin any event communicate the result of their investigations to Charterers assoon as possible.

 

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**Bunkersat Delivery and Redelivery**

 

15.   Charterers shall accept and payfor all bunkers on board at the time of delivery, and Owners shall onredelivery (whether it occurs at the end of the charter or on the earliertermination of this charter) accept and pay for all bunkers remaining on board,at the price actually paid, on a “first-in-first-out” basis.  Such pricesare 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 not relieve Ownersfrom responsibility at all times for proper stowage, which must be controlledby the master who shall keep a strict account of all cargo loaded anddischarged.  Owners hereby indemnify Charterers, their servants and agentsagainst all losses, claims, responsibilities and liabilities arising in any waywhatsoever from the employment of pilots, tugboats or stevedores, who althoughemployed by Charterers shall be deemed to be the servants of and in the serviceof Owners and under their instructions (even if such pilots, tugboat personnelor stevedores are in fact the servants of Charterers their agents or anyaffiliated company); provided, however, that:

 

(a)   the foregoing indemnity shallnot exceed the amount to which Owners would have been entitled to limit theirliability if they had themselves employed such pilots, tugboats or stevedores,and;

 

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

 

**Super-Numeraries**

 

17.   Charterers may sendrepresentatives in the vessel’s available accommodation upon any voyage madeunder this charter, Owners finding provisions and all requisites as supplied toofficers, except alcohol.  Charterers paying at the rate of United StatesDollars 15 (fifteen) per day for each representative while on board thevessels.

 

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**Sub-letting/Assignment/Novation**

 

18.   Charterers may sub-let thevessels, but shall always remain responsible to Owners for due fulfilment ofthis charter.

 

**FinalVoyage**

 

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

 

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

 

(b)   bunkers on board at redeliverypursuant 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.

 

**Loss ofVessel**

 

20.   Should the vessels be lost,this charter shall terminate and hire shall cease at noon (GMT) on the day ofthe loss; should the vessels be a constructive total loss, this charter shallterminate and hire shall cease at noon on the day on which the vessels’underwriters agree that the vessels are a constructive total loss; should thevessels be missing, this charter shall terminate and hire shall cease at noonon the day on which they were last heard of.  Any hire paid in advance andnot earned shall be returned to Charterers and Owners shall reimburseCharterers for the value of the estimated quantity of bunkers on board at thetime of termination, at the price paid by Charterers at the last bunkeringport.

 

**Off-hire**

 

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

 

(i)    due to deficiency of personnelor stores; repairs; gas-freeing for repairs; time in and waiting to enter drydock for repairs; breakdown (whether partial or total) of machinery, boilers orother parts of the vessels or their equipment (including without limitationtank coatings); overhaul, maintenance or survey; collision, stranding, accidentor damage 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 or crew; or;

 

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

 

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

 

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(v)   due to detention of the vesselsby authorities at home or abroad attributable to legal action against or breachof regulations 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 atany guaranteed 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 wouldhave required to perform the relevant service at such guaranteed speed, and;

 

(ii)   the time actually taken toperform such service (including any loss of time arising from interruption inthe performance of such service).

 

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

 

(c)   Further and without prejudiceto the foregoing, in the event of the vessels deviating (which expressionincludes without limitation putting back, or putting into any port other thanthat to which she is bound under the instructions of Charterers) for any causeor purpose 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-hire shallbe taken into account in assessing the amount to be deducted from hire. If the vessels, for any cause or purpose mentioned in Clause 21(a), putinto any port other than the port to which they are bound on the instructionsof Charterers, the port charges, pilotage and other expenses at such port shallbe borne by Owners.  Should the vessels be driven into any port oranchorage by stress of weather hire shall continue to be due and payable duringany time lost thereby.

 

(d)   If the vessels’ flag state becomesengaged in hostilities, and Charterers in consequence of such hostilities findit commercially impracticable to employ the vessels and have given Ownerswritten notice thereof then from the date of receipt by Owners of such noticeuntil the termination of such commercial impracticability the vessel shall beoff-hire and Owners shall have the right to employ the vessels on their ownaccount.

 

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

 

(f)    All references to “time” inthis charter party shall be references to local time except where otherwisestated.

 

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**PeriodicalDrydocking**

 

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

 

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 iscarried out in the port offered by Charterers (which must have suitableaccommodation for the purpose and reception facilities for tank washings andresidues), the vessels shall be off-hire from the time she arrives at such portuntil drydocking is completed and she is in every way ready to resumeCharterers’ service and is at the position at which they went off-hire or aposition no less favourable to Charterers, whichever she first attains.However;

 

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(i)    provided that Owners exercisedue diligence in gas-freeing, any time lost in gas-freeing to the standardrequired for entry into drydock for cleaning and painting the hull shall notcount as off-hire, whether lost on passage to the drydocking port or afterarrival there (notwithstanding Clause 21), and;

 

(ii)   any additional time lost infurther gas-freeing to meet the standard required for hot work or entry tocargo tanks shall count as off-hire, whether lost on passage to the drydockingport or after 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 of proceeding to the offered port, to carry out periodical drydockingat a special port selected by them, the vessel shall be off-hire from the timewhen she is released to proceed to the special port until she next presents forloading in accordance with Charterers’ instructions, provided, however, thatCharterers shall credit Owners with the time which would have been taken onpassage at the service speed had the vessels not proceeded to drydock. All fuel consumed shall be paid for by Owners but Charterers shall creditOwners with the value of the fuel which would have been used on such notionalpassage calculated at the guaranteed daily consumption for the service speed,and shall further credit Owners with any benefit they may gain in purchasingbunkers at the special port.

 

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

 

**ShipInspection**

 

23.           Charterers shall havethe right at any time during the charter period to make such inspection of thevessels as they may consider necessary. This right may be exercised as often and at such intervals as Charterersin their absolute discretion may determine and whether the vessels are in portor on passage.  Owners affording allnecessary co-operation and accommodation on board provided, 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.   Owners guarantee that the speedand consumption of the vessels shall be as agreed with Charterers.

 

**Salvage**

 

25.   Subject to the provisions of Clause21 hereof, all loss of time and all expenses (excluding any damage to orloss of the vessels or tortious liabilities to third parties) incurred insaving or attempting to save life or in successful or unsuccessful attempts atsalvage shall be borne equally by Owners and Charterers provided thatCharterers shall not be liable to contribute towards any salvage payable byOwners arising in any way out of services rendered under this 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.   Owners shall have a lien uponall cargoes and all freights, sub-freights and demurrage for any amounts dueunder this charter; and Charterers shall have a lien on the vessels for allmonies paid in advance and not earned, and for all claims for damages arisingfrom any breach by Owners of this charter.

 

**Exceptions**

 

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

 

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

 

(c)   Clause 27(a) shallnot apply to, or affect any liability of Owners or the vessels or any otherrelevant person in respect of:

 

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

 

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

 

(d)   In particular and withoutlimitation, the foregoing subsections (a) and (b) ofthis 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.   No acids, explosives or cargoesinjurious to the vessel shall be shipped and without prejudice to the foregoingany damage to the vessels caused by the shipment of any such cargo, and thetime taken to repair such damage, shall be for Charterers’ account.  Novoyage shall be undertaken, nor any goods or cargoes loaded, that would exposethe vessel to capture or seizure by rulers or governments.

 

**Grade ofBunkers**

 

29.   Charterers shall supply fuel asrequired for the vessels.  If Ownersrequire the vessels to be supplied with more expensive bunkers they shall beliable 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 MarineDistillate Fuels as applicable.

 

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**Disbursements**

 

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

 

**Laying-up**

 

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

 

**Requisition**

 

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

 

**Outbreakof War**

 

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

 

**AdditionalWar Expenses**

 

34.   If the vessels are ordered totrade in areas where there is war (de facto or de jure) or threat of war,Charterers shall reimburse Owners for any additional insurance premia, crewbonuses and other expenses which are reasonably incurred by Owners as aconsequence of such orders, provided that Charterers are given notice of suchexpenses as soon as practicable and in any event before such expenses areincurred, and provided further that Owners obtain from their insurers a waiverof any subrogated rights against Charterers in respect of any claims by Ownersunder their war risk insurance arising out of compliance with such 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)      The master shall not be requiredor bound to sign Bills of Lading for any place which in his or Owners’reasonable opinion is dangerous or impossible for the vessel to enter or reachowing to any blockade, war, hostilities, warlike operations, civil war, civilcommotions or revolutions.

 

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

 

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(c)   The vessels shall have libertyto comply with any directions or recommendations as to departure, arrival,routes, ports of call, stoppages, destinations, zones, waters, delivery or inany other wise whatsoever given by the government of the state under whose flagthe vessels sail or any other government or local authority or by any person orbody acting or purporting to act as or with the authority of any such governmentor local authority including any de facto government or local authority or byany person or body acting or purporting to act as or with the authority of anysuch government or local authority or by any committee or person having underthe terms 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.   If the liability for anycollision in which the vessel is involved while performing this charter failsto be determined in accordance with the laws of the 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.   General average contributionsshall be payable according to York/Antwerp Rules, 1994 as amended from time totime, and shall be adjusted in London in accordance with English 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.   Charterers shall procure thatall Bills of Lading issued pursuant to this charter shall contain thefollowing:

 

“(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 orliabilities under 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 orliabilities under 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.   Owners warrant that the vesselsare now, and will, throughout the duration of the charter:

 

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

 

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

 

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

 

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

 

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

 

**ExportRestrictions**

 

40.   The master shall not berequired or bound to sign Bills of Lading for the carriage of cargo to anyplace 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)

 

**Drugsand Alcohol**

 

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

 

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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.

 

**OilMajor Acceptability**

 

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

 

**Pollutionand Emergency Response**

 

44.   Owners are to advise Charterersof organisational 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)     From thedate of coming into force of the International Code for the Security of Shipsand of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPSCode) and the US Maritime Transportation Security Act 2002 (MTSA) in relationto the Vessel and thereafter during the currency of this charter, Owners shallprocure that both the Vessel and “the Company” (as defined by the ISPS Code)and the “owner” (as defined by the MTSA) shall comply with the requirements ofthe ISPS Code relating to the Vessel and “the Company” and the requirements ofMTSA relating to the vessel and the “owner”. Upon request Owners shall provide documentary evidence of compliancewith 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)     Charterers shall provide Owners/Master with their full style contact detailsand shall ensure that the contact details of all sub-charterers are likewiseprovided to Owners/Master.  Furthermore,Charterers shall ensure that all sub-charter parties they enter into during theperiod of this charter contain the following provision:

 

“TheCharterers shall provide the Owners with their full style contact details and,where sub-letting is permitted under the terms of the charter party, shallensure that the contact details of all sub-charterers are likewise provided tothe 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 forCharterers’ account.

 

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(c).      Notwithstandinganything else contained in this charter costs or expenses related to securityregulations or measures required by the port facility or any relevant authorityin accordance with the ISPS Code/MTSA including, but not limited to, securityguards, launch services, tug escorts, port security fees or taxes andinspections, shall be for Charterers’ account, unless such costs or expensesresult solely from Owners’ negligence in which case such costs or expensesshall be for Owners’ account.  Allmeasures required by Owners to comply with the security plan required by theISPS Code/MTSA shall be for Owners’ account.

 

(d).      Notwithstandingany other provision of this charter, the vessels shall not be off-hire wherethere is a loss of time caused by Charterers’ failure to comply with the ISPScode/MTSA (when in force).

 

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

 

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**Lawand Litigation**

 

46.     (Deleted)

 

**Confidentiality**

 

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

 

**Construction**

 

48.     The sideheadings have been included in this charter for convenience of reference andshall in no way affect the construction hereof.

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

 

 
| **SIGNED  FOR OWNERS** | **SIGNED  FOR CHARTERES**                                                   |
|------------------------|-----------------------------------------------------------------------------|
| **OSG 242  LLC**       | **OSG 242  CHARTERER LLC**                                                  |
| ** **             | ** **                                                                  |
|                   |                                                                        |   |
| By:                    |          /s/  James I. Edelson |   | By: | /s/ Janice K. Smith |
|                   | Name:James I. Edelson                                                       |   | Name: | Janice K. Smith |
|                   | Title: Manager                                                         |   | Title: | Manager |
|                   |                                                                        |   |   |   |
|                   |                                                                        |   |   |   |
| **OSG  COLUMBIA LLC**  |                                                                        |   |   |
|                   |                                                                        |   |   |   |
|                   |                                                                        |   |   |   |
| By:                    |         /s/  Jerry Miller           |   |   |   |   |
|                   | Name:                                                                       | Jerry Miller |   |   |   |
|                   | Title:                                                                      | Manager |   |   |   |
|                        |                                                                             |  |  |  |  |  |

 

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**Additional Terms**

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

**LLC and OSG Columbia LLC; and (b) OSG242 Charterer LLC**

 

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

1.1      OWNER’S BANK

1.2      TIME CHARTER HIRE RATE

1.3      OWNER’S ITEMS

1.4      COMMISSION

1.5      HIRE PAYMENT

1.6      OPA/COFR EXPENSES

 

**2.****    ****Delivery/Redelivery and Trading**

2.1      DELIVERY

2.2      REDELIVERY

2.3      TRADING AREAS AND EXCLUSIONS

2.4      NOTICE OF DELIVERY/REDELIVERY

2.5      BUNKERS ON DELIVERY/REDELIVERY

2.6      OFF-HIRE PERIOD(S)

2.7      BOYCOTT

2.8      TRADING WHILE OFF-HIRE

2.9      DRYDOCKING

2.10    LAY-UP

** **

**3.****    ****Vessel Operations, Performance and Warranties**

3.1      SPILL PREVENTION

3.2      OILY WASTE

3.3      SPEEDS/CONSUMPTIONS

3.4      HEATING

3.5      SHIP TO SHIP TRANSFER

3.6      CARGO MANIFOLDS

3.7      CRUDE OIL WASH (COW)

3.8      INERT GAS SYSTEM

3.9      SURVEY AND SAMPLE

3.10    COMMINGLING/BLENDING

3.11    CARGO RETENTION

3.12    LOADING WARRANTY

3.13    PUMPING PERFORMANCE WARRANTY

3.14    DRAWINGS/DATA

3.15    REMEASUREMENT

3.16    ETA

 

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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’S BANK

 

See clause 9 of the Shelltime 4 form.

 

1.2   TIME CHARTER HIRE RATE

 

See clause 8 of the Shelltime 4 form

 

1.3   OWNER’S ITEMS

 

It is understood that Owner shall pay for all customary Owner’s costsincluding, but not limited to, sealing ship’s stores, legalization of crewlist, gangway, garbage dues, sick mariner dues, sailor’s home, mission toseamen, lifeboat institution at each port and, when off hire, fuel for domesticservices.  Owner shall be responsible forsettling all of its expenses directly with agents.

 

1.4   COMMISION:

 

None

 

1.5   HIRE PAYMENT

 

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

 

1.6   OPA/COFR EXPENSES

 

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

 

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

 

2.1   DELIVERY

 

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

 

2.2   REDELIVERY

 

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

 

2.3   TRADING AREAS AND EXCLUSIONS

 

See Clause 4 of the Shelltime 4 form.

 

**2.4**** ****NOTICE OF DELIVERY/REDELIVERY**

### ** **

**.1****     SeeClause 5 of the Shelltime 4 form.**

### ** **

2.5   BUNKERS ON DELIVERY/REDELIVERY

 

Bunkers on delivery to be settled at cost upon Owner’s verification ofbunker invoice of cost of bunkers.  Ifpossible, vessel to be redelivered with approximately the same quantity fueloil and gas oil to be settled at cost upon Charterer’s verification of bunkerinvoice of cost of bunkers.  In eachcase, quantities to be no less than 300 mt fuel oil and 50 mt gas oil.  Bunker survey to be held at locations ofdelivery and redelivery unless otherwise mutually agreed.  Time and cost of both surveys to be split50/50 between Owner and Charterer.  Titleof bunkers to pass to Charterer upon delivery and to Owner upon redelivery.

 

2.6   OFF-HIRE PERIOD(S)

 

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

 

2.7   BOYCOTT

 

In addition to the circumstances described in Clause 21(a)(ii) ofthe Shelltime 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

 

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

 

2.9   DRYDOCKING

 

A.        See clause 22 of the Shelltime 4 form.

 

B.        Emergency Drydocking

 

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

 

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

 

C.        Cleaning Costs

 

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

 

2.10     LAY-UP

 

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

 

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

 

**3.**         **Vessel Operations, Performanceand 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       OILYWASTE

 

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 ashoreat the loading terminal or retained on board 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 in accordancewith OCIMF Guidelines.  The Vessels shallbe equipped to present flanges of 10”, 12” and 16” (ASA) at all manifoldconnections on one side of the Vessels.

 

3.7       CRUDE OIL WASH (COW)

 

N/A

 

3.8       INERT GAS SYSTEM

 

N/A

 

3.9       SURVEY AND SAMPLE

 

Charterer’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     CARGO RETENTION

 

Inthe event that any cargo remains on board upon completion of final discharge, Charterershall have the right to invoice an amount equal to the CNF port of dischargevalue of such cargo plus freight due with respect thereto provided that thevolume of cargo remaining on board is liquid and pumpable and reachable byVessels’ fixed equipment (or would have been but for the fault or negligence ofthe Owner, Master, Vessel or her crew including non-compliance with cargoheating requirements as set forth in this charter party and/or voyageinstructions) 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     LOADING WARRANTY

 

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       PUMPING PERFORMANCE 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 specifiedabove.  If the terminal or place ofdischarging does not allow or permit the Vessels to meet the above warranty,the Master shall forthwith issue a Letter of Protest (for which the Master, if possible,shall obtain acknowledgement) to such terminal or place and shall immediatelyadvise Charterer in writing by telex or facsimile.  If the Master fails to issue the Letter ofProtest, Owner shall be deemed to waive any rights to contest that time waslost as a result of the Vessels’ failure to comply with the above pumpingwarranty.  Any delay to Vessels’discharge caused by shore conditions shall be taken into account in theassessment of pumping performance.

 

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 byCharterer

 

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       CBM MOORING 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 twowires/ropes from winches located on main deck forward, two (2) from main deckaft, and three (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 hundred and thirty-sevenpercent (137%) of B.S. of wires if made of nylon, or one hundred andtwenty-five percent (125%) of B.S. of wires if made by other synthetic fibers.

 

Chocks and Double-Horn Bitts:  Vessels must have two (2) closed chocks andat least one (1) set of bitts at each mooring location on both port andstarboard side.  Only double-horn bittsare acceptable.  Roller-type chocks maybe acceptable only if they have been enclosed by welding a preventive bar ontop.  Open-type roller chocks are notacceptable.

 

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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.  If reducers are used, allconnections/flanges must be within the boundaries of the containment area underthe manifolds.

 

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

 

3.18       SEA TERMINALS

 

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       COMMUNICATION EQUIPMENT

 

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

 

3.20       INMARSAT TRACKING

 

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 thisrequirement  may be discussed on a caseby case basis and shall depend on the characteristics of the Vessels, theirtrade 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 trades the Vessel to ports and/or areaswhere the aforesaid oil companies can inspect them if inspection is required toreinstate their oil company approval.  Ifthe Owner is unable to obtain the approval of the concerned oil company as aresult of the continued unacceptability of the Vessels, after inspection andnot as a result of inability or want to inspect by the oil company, and as aconsequence, the oil company and the Charterer having proved that despite itsbest efforts it is unable to find

 

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alternative employment for the Vessels, Charterershall have the right to put them off hire for the actual time lost untilalternative employment of no worse value than that originally identified isfound.

 

### **.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 give Charterer the right to put theVessels off hire, and costs to make good the deficiencies will be for the Owner’saccount.

### ** **

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 board for inspection by the appropriateauthorities all certificates, records, compliance letters, contingency plansand other documents required for such service including, but not limited to,ISM Safety Management Certificate, ISM Document of Compliance, and Certificatesof Financial Responsibility for Oil Pollution. Owner further warrants that the Vessels do, and will, fully comply withall applicable conventions, laws, regulations and ordinances of anyinternational, national, state or local government entity havingjurisdiction.  In particular, Ownerwarrants that for trading to or from ports in the United States, the Vessels doand will comply with all requirements of the Federal Oil Pollution Act of 1990(OPA 90), US Federal Water Pollution Control Act, SOLAS IX (ISM), MARPOL1973/1978/1983, Civil Liability Convention and regulations issued pursuantthereto and effective during the term of this charter party.  Any delays, losses, expenses or damagesarising as a result of failure to comply with this clause shall be for Owner’saccount and, where applicable, shall count as off-hire time per Clause 21.  In the interest of safety, Owner  recommends that the Master observe therecommendations as to traffic separation and routing which are issued from timeto time by the International Maritime Organization (IMO) as promulgated by thestate of the flag of the Vessels or the state in which the effective managementof Vessels is 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 the Vesselsare subject to boycott by ITF or any other body, or delayed or renderedinoperative by strikes, labor stoppages/slowdowns or any other difficulties arisingfrom 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 medical examinations.  An objective of the policy should be that thefrequency of the unannounced testing be adequate to act as an effective abusedeterrent and that officers and crew be tested at least once a year through a combinedprogram of unannounced testing and routine medical examinations.  Owner further warrants that the Policy willremain in effect during the term of this Charter and that Owner shall exercisedue diligence to ensure that the Policy is followed.  It is understood that an actual impairment, orany 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 shall be in full compliance withthe 1992 Civil Liability Convention (CLC) and the 1992 Fund Convention duringthe term of this Charter.

 

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

 

5.1         LAW AND LITIGATION

 

Anyand all disputes arising out of or relating to this contract shall be arbitratedin 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 theCharterer, and one by the two so chosen who will act in the capacity asprocedural chairman.  Their decision orthat of any two of them shall be final and binding, and for the purpose ofenforcing the award, this agreement and the award may be made a rule ofthe court.  Either party may call forsuch arbitration by service upon the other, wherever it may be found, in theform of a written notice specifying the nature of the claim and the name andcontact details of their appointed arbitrator. If the other party shall not, by written notice served on the firstmoving party within 20 days of the service of such first notice, appoint itsarbitrator to arbitrate the disputes or differences specified, then the firstmoving party shall have the right without further notice to appoint a secondarbitrator with precisely the same force and effect as if said secondarbitrator had been appointed by the other party.  Awards by the panel, or a majority thereof,may include costs and reasonable attorneys fees.  The arbitration proceedings shall 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 Charterer againstOwner under the Bill of Lading shall be subject to arbitration in accordancewith 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 the Vessels’service under this Charter Party, they shall be insured at Owner’s expense 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’s account (provided alwaysthat Charterer is given notice of the amount of such additional premiums priorto the Vessels entering the area to which the additional coverage and premiumsapply, and that the benefit of all discounts on such premiums received by Ownerfrom its War Risks insurers, underwriters or brokers are credited to Chartererin full and that Owner obtains from its insurers waivers of subrogation againstCharterer in respect of any claims by Owner under its war risk insurancearising out of compliance with such orders). Charterer shall reimburse Owner any amounts due under this Clause uponreceipt of Owner’s invoice together with full supporting documentationincluding 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 anyalternative port without first giving the Charterer notice of the Owner’sintention to do so and requesting them to nominate a safe port for suchdischarge.  Failing such nomination bythe Charterer within 48 hours of the receipt of such notice and request, theOwner may discharge the cargo at any safe port of their own choice.

 

(h)           If in compliance with any of the provisions of subclauses (b) to (f) 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.***

 

***IfCharterer requests 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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