**Exhibit 10.13**

 

**Codeword for this Charter Party**

**“SHELLTIME4”**

 

Issued December 1984amended December 2003

 

**TimeCharter Party**

**NewYork**

**May 10,2008**

** **

IT ISTHIS DAY AGREED between : (A) Overseas Philadelphia LLC in its capacity asthe demise owner of the tanker Overseas Philadelphia (the “Vessel”) of Delaware(hereinafter referred to as “Owners”), (the vessel”) described as per Clause1  hereof; and (B) OverseasPhiladelphia Charterer LLC of Delaware (hereinafter referred to as “Charterers”):

 

**Descriptionand Condition of Vessel**

** **

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

 

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

 

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

 

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

 

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

 

(e)       the vessel shall be in every way fittedfor burning, in accordance with the grades specified in Clause 29 hereof; IFO380 CST RMG 380 ISO 8217:2005 (E) and ISO DMA 8217:2005 – Charterers willendeavor to procure IFO with maximum 3.0% sulphur, provided it is readilyavailable within the port the Tug would normally bunker and without incrementaltime or cost to Charterers, as compared to IFO that would otherwise be suppliedwith maximum 4.5% sulphur content, or as required by law.  Charterers have no obligation whatsoever todeviate the Vessels for the purpose of procuring IFO 3.0% maximum sulphurunless required to comply with applicable law(s).

 

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

 

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

 

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

 

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

 

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

 

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

 

**SafetyManagement**

** **

(j)        Owners will operate:

 

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

 

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

 

(iii)      a documented environmental managementsystem;

 

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

 

(k)       Owners shall submit to Charterers amonthly written report detailing all accidents/incidents and environmentalreporting requirements;

 

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

 

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

 

**ShipboardPersonnel and their Duties**

** **

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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(b)      Owners guarantee that throughout the charterservice the master shall with the vessel’s officers and crew, unless otherwiseordered by Charterers;

 

(i)        prosecute all voyages with the utmostdespatch;

 

(ii)       render all customary assistance; and

 

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

 

**Duty toMaintain**

** **

3.             (a)           Throughout the charter service Ownersshall, whenever the passage of time, wear and tear or any event (whether or notcoming within  Clause 27  hereof) requires steps to be taken tomaintain or restore the conditions stipulated in Clauses 1  and 2(a) , exercise due diligenceso to maintain or restore the vessels.

 

(b)           If at any time whilst the vessel ison hire under this charter the vessel fails to comply with the requirements ofClauses 1 ,  2(a)  or10  then hire shall be reduced tothe extent necessary to indemnify Charterers for such failure. If and to theextent that such failure affects the time taken by the vessel 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 of theirobligations under Clause 3(a)), Charterers may so notify Owners inwriting and if, after the expiry of 30 days following the receipt by Owners ofany such notice, Owners have failed to demonstrate to Charterers’ reasonablesatisfaction the exercise of due diligence as required in Clause 3(a) ,the vessels shall be off-hire, and no further hire payments shall be due, untilOwners have so demonstrated that they are exercising such due diligence.

 

(d)           Owners shall advise Charterersimmediately, in writing, should the 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 reasonably heldview:

 

(i)            failure of an inspection, or,

 

(ii)           any finding of an inspection,

 

referred to in Clause3(d), prevents normal commercial operations then Charterers have the optionto place the vessel off-hire from the date and time that the vessel fails suchinspection, or becomes commercially inoperable, until the date and time thatthe vessel passes a re-inspection by the same organisation, or becomescommercially operable, which shall be in a position no less favourable toCharterers than at which she went off-hire.

 

(f)            Furthermore, at any time while thevessel 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 orobligations of Owners under this charter or otherwise (including withoutlimitation Charterers’ rights under Clause 21  hereof).

 

**Period,Trading Limits and Safe Places**

** **

4.             (a)           Owners agree to let and Charterersagree to hire the vessel for a period commencing on or about January 11,2009 and ending on or about December 31, 2009 plus or minus **30** days in Charterers’ optioncommencing from the time and date of delivery of the vessel, for the purpose ofcarrying all lawful merchandise (subject always to Clause 28 ) includingin particular clean product:

 

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

 

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Institute Warranties andany subsequent amendments thereof. Notwithstanding the foregoing, but subject to Clause 35,Charterers may not order the vessel to ice-bound waters or to any part of theworld outside such limits

 

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

 

(c)           Charterers shall use due diligence toensure that the vessel is only employed between and at safe places (whichexpression when used in this charter shall include ports, berths, wharves,docks, anchorages, submarine lines, alongside vessels or lighters, and otherlocations including locations at sea) where she can safely lie 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 vessel shall be loaded and discharged atany 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, the vesselshall be delivered by Owners dropping outward pilot at a port chosen byCharterers and redelivered to Owners dropping outward pilot at a port chosen byOwners.

 

(e)           The vessel will deliver with lastcargo(es) of **clean product** and willredeliver with last cargo(es) of **clean 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.             Thevessel shall not be delivered to Charterers before **January 11,2009** and Charterers shall have the option of cancelling thischarter if the vessel is not ready and at their disposal on or before                     

 

**Ownersto Provide**

** **

6.             Ownersundertake to provide and to pay for all provisions, wages (including but notlimited to all overtime payments), and shipping and discharging fees and allother expenses of the master, officers And crew; also, except as provided in Clauses4  and 34  hereof, for all insurance on the vessel, forall Deck, cabin and engine-room stores, and for water (limited to crew only);for all drydocking, overhaul, maintenance and repairs to the vessel. Owners’obligations under this Clause 6 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 vessel is on-hire.

 

**Charterersto Provide**

** **

7.             (a)           Charterers shall provide and pay forall fuel (except for fuel used for domestic services), towage and pilotage andshall pay agency fees, port charges, commissions, expenses of loading andunloading cargoes, canal dues, and tax/dues on cargo/freight and all chargesother than those payable by Owners in accordance with Clause 6 hereof,provided that all charges for the said items shall be for Owners’ account whensuch items are consumed, employed or incurred for Owners’ purposes or while thevessel is off-hire (unless such items reasonably relate to any service given ordistance made good and taken into account under Clause 21  or 22 ); and provided further that anyfuel used in connection with a general average sacrifice or expenditure shallbe paid for by Owners. OPA charges to be paid by Charterers, COFR to bearranged and paid for by Owners.

 

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

 

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

 

**Rate ofHire**

** **

8.             Subjectas herein provided, Charterers shall pay for the use and hire of the vessel atthe rate of United States Dollars **$31,500** 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.             Subjectto Clause 3 (c) and 3 (e), payment of hire shall be made inimmediately available funds

 

to:           **Fifth Third 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 Charterers ofsuch default and Charterers shall within seven days of receipt of such noticepay to Owners the amount due, including interest, failing which Owners maywithdraw the vessel from the service of Charterers without prejudice to anyother rights Owners may have under this charter or otherwise; and;

 

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

 

**SegregatedBallast**

** **

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

 

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

 

**Instructionsand Logs**

** **

12.           Charterersshall from time to time give the master all requisite instructions and sailingdirections, and the master shall keep a full and correct log of the voyage orvoyages, which Charterers or their agents may inspect as required.  Themaster shall when required furnish Charterers or their agents with a true copyof such log and with properly completed loading and discharging port sheets andvoyage reports for each voyage and other returns as Charterers mayrequire.  Charterers shall be entitled to take copies at Owners’ expenseof any such documents which are not provided by the master.

 

**Bills ofLading**

 

13.           (a)           The master (although appointed byOwners) shall be under the orders and direction of Charterers as regardsemployment of the vessels, agency and other arrangements, and shall sign Billsof Lading as Charterers 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 Lading inaccordance 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)  fromthe master otherwise complying with Charterers’ or their agents’ orders;

 

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

 

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(b)           If Charterers by telex, facsimile orother form of written communication that specifically refers to this Clauserequest Owners to discharge a quantity of cargo either without Bills of Ladingand/or at a discharge place other than that named in a Bill of Lading and/orthat is different from the Bill of Lading quantity, then Owners shall dischargesuch cargo in accordance with Charterer’s instructions in consideration ofreceiving the following indemnity which shall be deemed to be given byCharterers on each and every such occasion and which is limited in value to200% of the CIF value of the cargo carried on board;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**Conductof Vessel’s Personnel**

 

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

 

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**Bunkersat Delivery and Redelivery**

 

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

 

Vessel to be delivered toand redelivered from the charter with, at least, a quantity of bunkers on boardsufficient to reach the nearest main bunkering port.

 

Notwithstanding anything containedin this charter all bunkers on board the vessel shall, throughout the durationof this charter, remain the property of Charterers and can only be purchased onthe terms specified in the charter at the end of the charter period or, ifearlier, at the termination of the charter.

 

**Stevedores,Pilots, Tugs**

 

16.           Stevedores,when required, shall be employed and paid by Charterers, but this shall notrelieve Owners from responsibility at all times for proper stowage, which mustbe controlled by the master who shall keep a strict account of all cargo loadedand discharged.  Owners hereby indemnify Charterers, their servants andagents against all losses, claims, responsibilities and liabilities arising inany way whatsoever from the employment of pilots, tugboats or stevedores, whoalthough employed by Charterers shall be deemed to be the servants of and inthe service of Owners and under their instructions (even if such pilots,tugboat personnel or stevedores are in fact the servants of Charterers their agentsor any affiliated company); provided, however, that:

 

(a)           the foregoing indemnity shall notexceed 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 for anydamage to the vessel caused by or arising out of the use of stevedores, fairwear and tear excepted, to the extent that Owners are unable by the exercise ofdue diligence to obtain redress therefor from stevedores.

 

**Super-Numeraries**

 

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

 

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**Sub-letting/Assignment/Novation**

 

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

 

**FinalVoyage**

 

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

 

(a)           disbursements on Owners’ behalf orcharges 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 vesselis on a ballast voyage to a port of redelivery or is upon a laden voyage,Charterers shall continue to have the use of the vessel 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.           Shouldthe vessel be lost, this charter shall terminate and hire shall cease at noon(GMT) on the day of the loss; should the vessel be a constructive total loss,this charter shall terminate and hire shall cease at noon on the day on whichthe vessel’s underwriters agree that the vessel is a constructive total loss;should the vessel be missing, this charter shall terminate and hire shall ceaseat noon on the day on which she was last heard of.  Any hire paid inadvance and not earned shall be returned to Charterers and Owners shallreimburse Charterers for the value of the estimated quantity of bunkers onboard at the time of termination, at the price paid by Charterers at the lastbunkering port.

 

**Off-hire**

 

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

 

(i)            due to deficiency of personnel orstores; repairs; gas-freeing for repairs; time in and waiting to enter dry dockfor repairs; breakdown (whether partial or total) of machinery, boilers orother parts of the vessel or her equipment (including without limitation tankcoatings); overhaul, maintenance or survey; collision, stranding, accident ordamage to the vessel; or any other similar cause preventing the efficientworking of the vessel; and such loss continues for more than three consecutivehours (if resulting from interruption in the vessel’s service) or cumulates tomore than three hours (if resulting from partial loss of service); or;

 

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

 

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

 

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

 

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(v)           due to detention of the vessel byauthorities at home or abroad attributable to legal action against or breach ofregulations by the vessel, the vessel’s owners, or Owners (unless brought aboutby the act or neglect of Charterers); then;

 

without prejudice toCharterers’ rights under Clause 3 or to any other rights ofCharterers hereunder, or otherwise, the vessel shall be off-hire from thecommencement of such loss of time until she is again ready and in an efficientstate to resume her service from a position not less favourable to Charterersthan that at which such loss of time commenced; provided, however, that anyservice given or distance made good by the vessel whilst off-hire shall betaken into account in assessing the amount to be deducted from hire.

 

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

 

(i)            the time the vessel would haverequired to perform the relevant service at such guaranteed speed, and;

 

(ii)           the time actually taken to performsuch service (including any loss of time arising from interruption in theperformance 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 prejudice to theforegoing, in the event of the vessel deviating (which expression includeswithout limitation putting back, or putting into any port other than that towhich she is bound under the instructions of Charterers) for any cause orpurpose mentioned in Clause 21(a), the vessel shall be off-hire from thecommencement of such deviation until the time when she is again ready and in anefficient state to resume her service from a position not less favourable toCharterers than that at which the deviation commenced, provided, however, thatany 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 vessel, for any cause or purpose mentioned in Clause 21(a), putsinto any port other than the port to which she is bound on the instructions ofCharterers, the port charges, pilotage and other expenses at such port shall beborne by Owners.  Should the vessel be driven into any port or anchorageby stress of weather hire shall continue to be due and payable during any timelost thereby.

 

(d)           If the vessel’s flag state becomesengaged in hostilities, and Charterers in consequence of such hostilities findit commercially impracticable to employ the vessel 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 vessel 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” in thischarter party shall be references to local time except where otherwise stated.

 

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**PeriodicalDrydocking**

 

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

 

(b)           If a periodical drydocking is carriedout in the port offered by Charterers (which must have suitable accommodationfor the purpose and reception facilities for tank washings and residues), thevessel shall be off-hire from the time she arrives at such port untildrydocking is completed and she is in every way ready to resume Charterers’service and is at the position at which they went off-hire or a position noless favourable to Charterers, whichever she first attains. However;

 

17

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

 

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

 

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

 

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

 

(c)           If Owners require the vessel, insteadof proceeding to the offered port, to carry out periodical drydocking at aspecial port selected by them, the vessel shall be off-hire from the time whenshe 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 vessel not proceeded to drydock.  Allfuel consumed shall be paid for by Owners but Charterers shall credit Ownerswith the value of the fuel which would have been used on such notional passagecalculated at the guaranteed daily consumption for the service speed, and shallfurther credit Owners with any benefit they may gain in purchasing bunkers atthe special port.

 

(d)           Charterers shall, insofar as cleaningfor 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 thevessel drydocks at an offered or a special port.

 

**ShipInspection**

 

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

 

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

 

18

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

 

**DetailedDescription and Performance**

 

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

 

**Salvage**

 

25.           Subjectto the provisions of Clause 21 hereof, all loss of time and all expenses(excluding any damage to or loss of the vessel or tortious liabilities to thirdparties) incurred in saving or attempting to save life or in successful orunsuccessful attempts at salvage shall be borne equally by Owners andCharterers provided that Charterers shall not be liable to contribute towardsany salvage payable by Owners arising in any way out of services rendered underthis Clause 25 .

 

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

 

**Lien**

 

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

 

**Exceptions**

 

27.           (a)           The vessel, her master and Ownersshall not, unless otherwise in this charter expressly provided, be liable forany loss or damage or delay or failure arising or resulting from any act,neglect or default of the master, pilots, mariners or other servants of Ownersin the navigation or management of the vessel; fire, unless caused by theactual fault or privity of Owners; collision or stranding; dangers andaccidents of the sea; explosion, bursting of boilers, breakage of shafts or anylatent defect in hull, equipment or machinery; provided, however, that Clauses1 , 2 , 3 , and 24 hereof shall be unaffected by theforegoing.  Further, neither the vessel, her master or Owners, norCharterers shall, unless otherwise in this charter expressly provided, beliable for any loss or damage or delay or failure in performance hereunderarising or resulting from act of God, act of war, seizure under legal process,quarantine restrictions, strikes, lock-outs, riots, restraints of labour, civilcommotions or arrest or restraint of princes, rulers or people.

 

(b)           The vessel shall have liberty to sailwith or without pilots, to tow or go to the assistance of vessels in distressand to deviate for the purpose of saving life or property.

 

(c)           Clause 27(a) shall notapply to, or affect any liability of Owners or the vessel or any other relevantperson in respect of:

 

(i)            loss or damage caused to any berth,jetty, dock, dolphin, buoy, mooring line, pipe or crane or other works orequipment whatsoever at or near any place to which the vessel may proceed underthis charter, whether or not such works or equipment belong to Charterers, 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 without limitation,the foregoing subsections (a) and (b) of this Clauseshall

 

20

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

 

**InjuriousCargoes**

 

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

 

**Grade ofBunkers**

 

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

 

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

 

21

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**Disbursements**

 

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

 

**Laying-up**

** **

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

 

**Requisition**

** **

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

 

**Outbreakof War**

** **

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

 

**AdditionalWar Expenses**

** **

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

 

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

 

22

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**WarRisks**

** **

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

 

(b)           If in the reasonable opinion of themaster or Owners it becomes, for any of the reasons set out inClause 35(a)  or by the operation of international law,dangerous, impossible or prohibited for the vessel to reach or enter, or toload or discharge cargo at, any place to which the vessel has been orderedpursuant to this charter (a “place of peril”), then Charterers or their agentsshall be immediately notified in writing or by radio messages, and Charterersshall thereupon have the right to order the cargo, or such part of it as may beaffected, to be loaded or discharged, as the case may be, at any other placewithin the trading limits of this charter (provided such other place is notitself a place of peril).  If any place of discharge is or becomes a placeof peril, and no orders have been received from Charterers or their agentswithin 48 hours after dispatch of such messages, then Owners shall be atliberty to discharge the cargo or such part of it as may be affected at anyplace which they or the master may in their or his discretion select within thetrading limits of this charter and such discharge shall be deemed to be duefulfilment of Owners’ obligations under this charter so far as cargo sodischarged is concerned.

 

23

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(c)           The vessel shall have liberty tocomply with any directions or recommendations as to departure, arrival, routes,ports of call, stoppages, destinations, zones, waters, delivery or in any otherwise whatsoever given by the government of the state under whose flag thevessel sails or any other government or local authority or by any person orbody acting or purporting to act as or with the authority of any suchgovernment or local authority including any de facto government or localauthority or by any person or body acting or purporting to act as or with theauthority of any such government or local authority or by any committee orperson having under the terms of the war risks insurance on the vessel theright to give any such directions or recommendations.  If by reason of orin compliance with any such directions or recommendations anything is done oris not done, such shall not be deemed a deviation.  If by reason of or incompliance with any such direction or recommendation the vessel does notproceed to any place of discharge to which she has been ordered pursuant tothis charter, the vessel may proceed to any place which the master or Owners inhis or their discretion select and there discharge the cargo or such part of itas may be affected. Such discharge shall be deemed to be due fulfilment ofOwners’ obligations under this charter so far as cargo so discharged isconcerned.

 

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

 

**Both toBlame Collision Clause**

 

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

 

“If the ship comes intocollision with another ship as a result of the negligence of the other ship andany act, neglect or default of the master, mariner, pilot or the servants ofthe carrier in the navigation or in the management of the ship, the owners ofthe cargo carried hereunder will indemnify the carrier against all loss, orliability to the other or non-carrying ship or her owners in so far as such lossor liability represents loss of, or damage to, or any claim whatsoever of theowners of the said cargo, paid or payable by the other or non-carrying ship orher owners to the owners of the said cargo and set off, recouped or recoveredby the other or non-carrying ship or her owners as part of their claim againstthe 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 vessel is involved fails to be determined in accordance with the lawsof the United States of America.

 

**NewJason Clause**

 

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

 

24

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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.”

 

25

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

 

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

 

**ClauseParamount**

 

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

 

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

 

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

 

26

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**Insurance/ITOPF**

 

39.           Ownerswarrant that the vessel is now, and will, throughout the duration of thecharter:

 

(a)           be owned or demise chartered by amember 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 cover for oilpollution for the maximum on offer through the International Group of P &l Clubs but always a minimum of United States Dollars 1,000,000,000 (onethousand million);

 

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

 

27

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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.           Themaster shall not be required or bound to sign Bills of Lading for the carriageof cargo to any place to which export of such cargo is prohibited under thelaws, rules or regulations of the country in which the cargo was producedand/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) Ownerswarrant that they have in force an active policy covering the vessel whichmeets or exceeds the standards set out in the “Guidelines for the Control ofDrugs and Alcohol On Board Ship” as published by the Oil CompaniesInternational Marine Forum (OCIMF) dated January 1990 (or any subsequentmodification, version, or variation of these guidelines) and that this policywill remain in force throughout the charter period, and Owners will exercisedue diligence to ensure the policy is complied with.

 

28

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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 the charter period, the vessel becomes unacceptable to anyOil Major, Charterers shall have the right to terminate the charter.

 

**Pollutionand Emergency Response**

 

44.           Ownersare to advise Charterers of organisational details and names of Ownerspersonnel together with their relevant telephone/facsimile/e-mail/telexnumbers, including the names and contact details of Qualified Individuals forOPA 90 response, who may be contacted on a 24 hour basis in the event of oilspills or emergencies.

 

**ISPSCode/US MTSA 2002**

 

45.           (a).          (i)            From the date of coming into forceof the International Code for the Security of Ships and of Port Facilities andthe relevant amendments to Chapter XI of SOLAS (ISPS Code) and the US MaritimeTransportation Security Act 2002 (MTSA) in relation to the Vessel andthereafter during the currency of this charter, Owners shall procure that boththe Vessel and “the Company” (as defined by the ISPS Code) and the “owner” (asdefined by the MTSA) shall comply with the requirements of the ISPS Coderelating to the Vessel and “the Company” and the requirements of MTSA relatingto the vessel and the “owner”.  Uponrequest Owners shall provide documentary evidence of compliance with this Clause45(a) (i).

 

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

 

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

 

“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 this charter, loss,damage, expense or delay, caused by failure on the part of Charterers to complywith this sub-Clause 45(b) shall be for Charterers’ account.

 

29

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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 vessel 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).          Ifeither party makes any payment which is for the other party’s account accordingto this Clause, the other party shall indemnify the paying party.

 

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**Law andLitigation**

 

46.           (Deleted)

 

**Confidentiality**

 

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

 

**Construction**

 

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

 

Additional Clauses:     As attached, shall be incorporated herein.

 

 
| **SIGNED FOR OWNERS**         | **            SIGNED  FOR CHARTERES** |
|-------------------------------|---------------------------------------------------------------------------------------------------|
| **Overseas Philadelphia LLC** | **Overseas Philadelphia Charterer  LLC**                                                          |
|                          |                                                                                              |
| By:                           |         /s/  Jerry Miller                                 |   |   | By: | /s/ Janice K. Smith |
|                          | Name: Jerry Miller                                                                                |   |   |   | Name: | Janice K. Smith |
|                          | Title: Manager                                                                                    |   |   |   | Title: | Manager |

 

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**Additional Terms**

**To the time charter dated May 10,2008 between Overseas Philadelphia LLC and OSG Philadelphia 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 |
|       | 3.17                                              | CBM  MOORING EQUIPMENT |
|       | 3.18                                              | SEA  TERMINALS |
|       | 3.19                                              | COMMUNICATION  EQUIPMENT |

 

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|       | 3.20                           | INMARSAT  TRACKING                                      |
|------------|--------------------------------|---------------------------------------------------------|
|       | 3.21                           | MANNING                                                 |
|       | 3.22                           | OWNERSHIP/FLAG                                          |
| ** ** | ** **                     |
| **4.**     | **Eligibility and Compliance** |
|       | 4.1                            | APPROVALS                                               |
|       | 4.2                            | ELIGIBILITY                                             |
|       | 4.3                            | I.T.F.                                                  |
|       | 4.4                            | DRUG  AND ALCOHOL POLICY                                |
|       | 4.5                            | SOLAS/MARPOL                                            |
|       | 4.6                            | ITOPF                                                   |
|       | 4.7                            | JAPAN  MARITIME DISASTER PREVENTION CENTER CERTIFICATES |
| ** ** | ** **                     |
| **5.**     | **Legal Provisions**           |
|       | 5.1                            | LAW  AND LITIGATION                                     |
|       | 5.2                            | AFFILIATES’  CLAIMS                                |
|       | 5.3                            | ASSIGNMENT                                              |
|       | 5.4                            | TENDER  OF NOTICE                                       |
|       | 5.5                            | INSURANCE                                               |
|       | 5.6                            | WAR                                                     |
|       | 5.7                            | BILL(S) OF  LADING/INDEMNITY                       |
|       | 5.8                            | CONFIDENTIALITY                                         |
|       | 5.9                            | LOSS  OF VESSEL                                         |
|       | 5.10                           | CONFLICTS  OF INTEREST                                  |
|       | 5.11                           | CONTRACT  INTERPRETATION                                |

 

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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

 

Seeclause 8 of the Shelltime 4 form

 

1.3                    OWNER’S ITEMS

 

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

 

1.4                    COMMISION:

 

None

 

1.5                    HIRE PAYMENT

 

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

 

1.6                    OPA/COFR EXPENSES

 

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

 

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

 

2.1                    DELIVERY

 

SeeClause 4 (d) of the Shelltime 4 form.

 

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2.2                    REDELIVERY

 

SeeClause 4 (d) of the Shelltime 4 form.

 

2.3                    TRADING AREAS AND EXCLUSIONS

 

SeeClause 4 of the Shelltime 4 form.

 

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

 

### **.1**                         See Clause 5 ofthe Shelltime 4 form.

### ** **

2.5                    BUNKERS ON DELIVERY/REDELIVERY

 

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

 

2.6                    OFF-HIRE PERIOD(S)

 

NotwithstandingClause 21(e) of the Shelltime 4 form, the time charter period may beextended by Charterer for all or any part of the time that the Vessel is off-hireduring the initial term of the charter. Charterer’s option to add back off-hiretime to the time charter period is to be exercised latest 20 days prior toexpiry.

 

2.7                    BOYCOTT

 

Inaddition to the circumstances described in Clause 21(a)(ii) of the Shelltime4 form, and subject to Clause 5.11.B, in the event of that the Vessel issubject 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 theVessel to any port or place where the Vessel is known to be boycotted for suchreasons.

 

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2.8                    TRADING WHILE OFF-HIRE

 

Ownermay not under any circumstances trade the Vessel for its own account during anyperiod of off-hire, unless agreed in advance by Charterer.

 

2.9                    DRYDOCKING

 

A     See clause 22 of the Shelltime 4 form.

 

B.                         Emergency Drydocking

 

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

 

Incase of emergency drydock pursuant to this clause at a port where the Vessel isto load, discharge or bunker under Charterer’s orders, hire shall be suspendedfrom the time the Vessel is received free pratique on arrival, if in ballast,or upon completion of discharge of cargo, if loaded, until the Vessel is againready for service.  In case of drydockingat a port other than where the Vessel is to load, discharge, or bunker underCharterer’s orders, the following time and bunkers shall be deducted fromhire:  total time and bunkers including repairport call from the actual voyage from last port of call under Charterer’s orderto next 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 Vessel again comes on hireunder the terms hereof shall count as off-hire under the terms of this Charter.

 

C.                         Cleaning Costs

 

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

 

2.10              LAY-UP

 

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

 

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portionof the term of this Charter in which case hire hereunder shall continue to bepaid, but there shall be credited against such hire the whole amount which Ownershall save during such period of lay-up through reduction in expenses, less anyextra expenses borne by Owner is put as result of such lay-up including, butnot limited to, crew repatriation expenses and to keep the Vessel 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                    SPILL PREVENTION

 

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 Vessel is 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 Vessel shall immediately cease all pumpingoperations and notify the Owner’s DPA (Dedicated Position Ashore), terminalrepresentative(s) and/or Charterer’s supervisor(s).  The Vessel 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 Vessel’s crew or condition of the Vessel.  Notwithstanding the above, Owner shall alwayscomply with the terms of Clause 4.2.

 

3.2                    OILY WASTE

 

TheVessel shall, during tank washing, segregate the tank washings into one cargo compartmentand after maximum separation of the free water, discharge the free wateroverboard to the extent permitted by applicable international regulations.  Thereafter, Charterer shall be notified ofthe amount of oil and water in the segregated tank washings.  On being so notified, Charterer will giveinstructions for the disposition of the segregated tank washings and any othercargo oil residues on board (hereinafter collectively called “residues”).  The residues will, at  Charterer’s option, be pumped ashore at theloading 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 Vessel 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 Vessel’s 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 TO SHIP 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                    CARGO MANIFOLDS

 

Ownerwarrants that Vessel 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 Vessel’s manifold system outboard of the last fixedrigid support to the Vessel’s 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 betweenVessel’s manifold valve and the terminal hose or loading arm connection inaccordance with OCIMF Guidelines.  TheVessel shall be equipped to present flanges of 10”, 12” and 16” (ASA) at allmanifold connections on one side of the Vessel.

 

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 Vessel’s’ tanks, provided that such commingling andblending is within the Vessel’s technical capabilities and that theOwner/Master consider it safe to do so. To the extent that such commingling and blending operations are executedby the Vessel’s staff in accordance with the Charterer’s instructions,Owner/Master shall not be responsible for the quality of cargo resulting fromsuch blending operations.

 

3.11              CARGO RETENTION

 

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

 

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

 

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

 

3.12              LOADING WARRANTY

 

Ownerwarrants that the Vessel can routinely load a homogenous cargo at a maximumrate of 36,000 barrels/hour provided two cargo lines are connected (except forstart up and topping up operation).

 

3.13                    PUMPING PERFORMANCE WARRANTY

 

A.                       Owner warrants that Vessel is capable ofdischarging a full cargo in 24 hours (or prorata for part cargo) or maintainingan average pressure of 100 PSI at the Vessel’s 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 theVessel takes in excess of the pumping time allowed per the rates stipulated insub-paragraph (A) hereof.  Inaddition, Charterer reserves the right to order the Vessel 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 Vessel is able to discharge at a rate greater than those specifiedabove.  If the terminal or place ofdischarging does not allow or permit the Vessel to meet the above warranty, theMaster shall forthwith issue a Letter of Protest (for which the Master, ifpossible, shall obtain acknowledgement) to such terminal or place and shallimmediately advise 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 Vessel’s failure to comply with the above pumpingwarranty.  Any delay to Vessel’sdischarge caused by shore conditions shall be taken into account in the assessmentof 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

 

Ownerto advise all alternative loadlines and corresponding deadweights/draftsavailable at the time of charter. Charterer has the option of requesting Ownerto arrange for remeasurement of Vessel’s 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 Vessel’s Estimated Time ofArrival (ETAs) at load and discharge ports as instructed by Charterer includingbut not limited to the following:

 

TheVessel shall advise load/discharge port terminal (via Agent) of its ETA at eachof the 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 Vessel 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

 

Ownerwarrants that the Vessel shall comply with the following requirementsthroughout the duration of this Time Charter, except as noted otherwise below:

 

TheVessel has  a minimum of 6 mooring linesor 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 Vessel’s 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:  Threehundred (300) meter required.  The Vesselis 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 Vessel’s deadweight.

 

Location:  The Vessel must be able to run twowires/ropes from winches located on main deck forward, two (2) from maindeck aft, and three (3) from the poop deck (two (2) may beacceptable).

 

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

 

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

 

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

 

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

 

Boom:  Minimum fifteen (15) metricton safe working load boom or crane required.  The Vessel isequipped with 5-ton boom.

 

Manifold:  Vessel must be ablesafely to connect twelve (12) and/or sixteen (16) inch hoses.  If reducers are used, all connections/flangesmust be within the boundaries of the containment area under the 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 Vessel 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 Vessel 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 Vessel.  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 the Vessel’s senior officers (Master, C/E, C/O and 1/E) and provideto Charterer 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 Vessel, theirtrade and past experience on the same class of the Vessel.

 

C.                         Owner to endeavor, without guarantee, tomaintain operational continuity on the Vessel 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 Vessel 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 Vessel will be acceptable to Charterer’s customers throughoutthe term of this charter

 

B.                         Owner will endeavor to maintain all necessaryoil company approvals during the course of this charter.  Should the Vessel 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 Vessel, after inspection and notas a result of inability or want to inspect by the oil company, and as aconsequence, the oil company and the Charterer

 

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havingproved that despite its best efforts it is unable to find alternativeemployment for the Vessel, Charterer shall have the right to put them off hirefor the actual time lost until alternative employment of no worse value thanthat originally identified is found.

 

### **.2**                          C.        Should Charterer require other approvals, sufficient time andnotice is to be given to Owner who will then arrange for Vessel’s inspection atCharterer’s  own expense.  Failure to obtain approvals shall giveCharterer the right to put the Vessel’s off hire, and costs to make good thedeficiencies will be for the Owner’s account.

### ** **

4.2                         ELIGIBILITY

 

Subjectto Clause 5.11.B, Owner warrants that the Vessel is 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 Vessel does, 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 Vesseldoes and will comply with all requirements of the Federal Oil Pollution Act of1990 (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 Vessel or the state in which the effective managementof the Vessel 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 theVessel is subject to boycott by ITF or any other body, or delayed or renderedinoperative by strikes, labor stoppages/slowdowns or any other difficulties

 

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arisingfrom their flag, ownership, crew or terms of employment of other crew of thesame ownership, operations or control, such time lost is to be considered asoff-hire and all expenses incurred thereby, including fuel consumed during suchperiod to be for Owner’s account.

 

4.4                         DRUG AND ALCOHOL POLICY

 

Ownerwarrants that it has a policy on Drug and Alcohol Abuse (“Policy”) applicableto the Vessel 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 Vessel’s officers and crew and the drug/alcohol testing andscreening shall include unannounced testing in addition to routine medicalexaminations.  An objective of the policyshould be that the frequency of the unannounced testing be adequate to act asan effective abuse deterrent and that officers and crew be tested at least oncea year through a combined program of unannounced testing and routine medicalexaminations.  Owner further warrantsthat the Policy will remain in effect during the term of this Charter and thatOwner shall exercise due diligence to ensure that the Policy is followed.  It is understood that an actual impairment,or any test finding of impairment, shall not in and of itself mean Owner hasfailed to exercise due diligence. Persons who test positive, refuse to test, or are unfit for duty(impaired because of drug or alcohol use) shall be removed from the Vessel andshall not be reassigned to it or to any other vessel on charter to Charterer orits 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 Vessel 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

 

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

 

5.2                         AFFILIATES’ CLAIMS

 

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

 

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

 

5.3                         ASSIGNMENT

 

Charterermay sub-charter or assign this charter to any individual or

 

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company,but Charterer shall always remain responsible for the due fulfillment of thisCharter.  Unless Charterer provides itsexpress written consent, not to be unreasonably withheld, Owner may not assignthis Charter or its obligations hereunder and any such assignment 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.

 

ForOwner:  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

 

Ownerwarrants that from the time the obligation to proceed to the loading port(s) andthroughout the Vessel’s service under this Charter Party, they shall be insuredat Owner’s expense for:

 

·                  Hulland Machinery Insurance including collision liability with a limit equal to orgreater than Owner’s yearly declared value of the Vessel. Such insurance towaive all rights of subrogation against Charterer to the extent of theliabilities and/or indemnity obligations assumed by Owner under this Charter.

 

·                  Protectionand Indemnity Insurance on a full entry basis with an International GroupP&I Club.  Such insurance shallinclude, but not be limited to: coverage for injuries to or death of masters,mates and crew; collision liabilities not insured under the H&M policy,excess collision liabilities, cargo legal liabilities and pollutionliabilities.  The limit of such insuranceshall be as established by the rules of the International Group of P&IClubs except 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).

 

·                  Hulland P&I war risk insurance with a limit of not less than the Owner’s yearlydeclared value of the Vessel. Such insurance to waive all rights of subrogationagainst Charterer to the extent of the liabilities and/or indemnity obligationsassumed by Owner under this Charter.

 

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

 

Ifso requested by Charterer, Owner shall promptly furnish to the Charterer properevidence of such insurance.  Thiswarranty is to be regarded as an essential part of this Charter Party, which isconditional on its truth or performance, so that its breach entitles Charterer,at its option, to terminate the Charter Party and/or to recover any damagesallowable.  Such insurance shall bemaintained in full force 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 the purpose of this clause, the words:

 

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

 

(ii)                                      “War Risks” shall include any war (whetheractual or threatened), act of war, civil war, hostilities, revolution,rebellion, civil commotion, warlike operations, the laying of mines (whetheractual or reported), acts of piracy, acts of terrorists, acts of hostility ormalicious damage, blockades (whether imposed against all vessels or imposedselectively against vessels of certain flags or Ownership, or against certaincargoes or crews or otherwise howsoever), by any person, body, terrorist orpolitical group, or the Government of any state whatsoever, which, in thereasonable judgment of the Master and/or the Owner, may be dangerous or arelikely to be or to become dangerous to Vessel, her cargo, crew or other personson board the Vessel.

 

(b)         TheVessel, unless the written consent of the Owner be first obtained, shall

 

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notbe ordered to or required to continue to or through, any port, place, area orzone (whether of land or sea), or any waterway or canal, where it appears thatthe Vessel, its cargo, crew or other persons on board them l, in the reasonablejudgment of the Master and/or the Owner, may be, or are likely to be, exposedto War Risks.  Should the Vessel bewithin any such place as aforesaid, which only becomes dangerous, or is likelyto be or to become dangerous, after her entry into it, they shall be at libertyto leave it.

 

(c)          TheVessel shall 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)                              The Vessel shall have liberty:-

 

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

 

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

 

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

 

(iv)                To divert and discharge at any other port acargo or part thereof which may render the Vessel liable to confiscation as acontraband carrier;

 

(v)                   To divert and call at any other port tochange the crew or any part thereof or other persons on board the Vessel whenthere is reason to believe that they may be subject to internment, imprisonmentor other sanctions.

 

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(g)                           If in accordance with their rights under the foregoing provisions ofthis clause, the Owner shall refuse to proceed to the loading or dischargingports, or any one or more of them, they shall immediately inform theCharterer.  No cargo shall be dischargedat any alternative 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

 

***Thedischarge port(s) shown in the original Bill of Lading shall not constitutea declaration of discharge port(s) and Charterer shall have the right toorder the Vessel to any port(s) within the terms of this Charter Party.***

*** ***

***IfCharterer requests Owner to deliver cargo at a discharge port or place:***

*** ***

***(1)******  ******Without prior presentation to the Vessel 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,***

*** ***

***Charterer hereby indemnifies Owner, without furtherinvocation, against claims brought by holders of original Bills of Ladingagainst Owner in accordance with Owner’s letter of indemnity wording from Owner’sP&I Club which must be member of the International Group of P&IClubs.  Owner and Charterer agree thatany requirement contained in the above referenced “letter of indemnity” wordingfor a bank guarantee is hereby waived. For consistency, letter of indemnity choice of law and disputeresolution procedure is deemed to be as provided under this charterparty Clause5.1***

*** ***

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

*** ***

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

 

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5.9                    LOSS OF VESSEL

 

Shouldthe Vessel 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 Vessel waslast heard from. If the Vessel 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 Vessel should be missing when a payment of hire would otherwisebe due, such payment shall be postponed until the safety of the Vessel isascertained.  If the Vessel should becomea CTL, Charterer shall have the option to cancel this Charter on written noticeto Owner.  The Vessel shall be deemed aCTL under this Charter when the cost of recovering and repairing it isreasonably estimated to exceed its value when repaired, without taking intoconsideration any value of this Charter.

 

5.10              CONFLICTS OF 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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