**Exhibit 10.14**

 

**Codeword for this Charter Party**

**“SHELLTIME4”**

 

Issued December 1984amended December 2003

 

**TimeCharter Party**

** New York**

** May 1, 2008**

 

IT ISTHIS DAY AGREED between : (A) Overseas New Orleans LLC in its capacity asthe demise owner of the tanker Overseas New Orleans (the “Vessel”) of Delaware(hereinafter referred to as “Owners”), (the vessel”) described as per  Clause 1 hereof; and (B) Overseas New Orleans 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 to carrycrude oil and/or its products;

 

(c)   she shall be tight, staunch, strong, in goodorder and condition, and in every way fit for the service, with her machinery,boilers, hull and other equipment (including but not limited to hull stresscalculator, radar, computers and computer systems) in a good and efficientstate;

 

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

 

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

 

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

 

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

 

(f)    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 in theOCIMF Harmonised Vessel Particulars Questionnaire, appended hereto as AppendixA, provided however that if there is any conflict between the provisions ofthis questionnaire and any other provision, including this Clause 1, ofthis charter such other provisions shall govern;

 

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

 

**SafetyManagement**

 

(j)    Owners will operate:

 

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

 

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

 

(iii)  a documented environmental management system;

 

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

 

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

 

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

 

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

 

**ShipboardPersonnel and their Duties**

 

2.     (a)   At the date of delivery of the vessel underthis 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 trained inaccordance with the relevant provisions of the International Convention onStandards of Training, Certification and Watchkeeping for Seafarers, 1995 orany additions, modifications or subsequent versions thereof;

 

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

 

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

 

(vi)  the nationality of the vessel’s officers givenin 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 as possiblewhen required by Charterers or their agents to do so, by night or by day, butalways in accordance with the laws of the place of loading or discharging (asthe case may be) and in each case in accordance with any applicable laws of theflag 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) , exercisedue diligence so to maintain or restore the vessels.

 

(b)   If at any time whilst the vessel is on hireunder this charter the vessel fails to comply with the requirements ofClauses 1 ,  2(a)  or  10 then hire shall be reduced to the extent necessary to indemnifyCharterers for such failure. If and to the extent that such failure affects thetime taken by the vessel to perform any services under this charter, hire shallbe reduced by an amount equal to the value, calculated at the rate of hire, ofthe 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 their obligationsunder Clause 3(a)), Charterers may so notify Owners in writing and if,after the expiry of 30 days following the receipt by Owners of any such notice,Owners have failed to demonstrate to Charterers’ reasonable satisfaction theexercise of due diligence as required in Clause 3(a) , the vessels shall be off-hire, and nofurther hire payments shall be due, until Owners have so demonstrated that theyare exercising such due diligence.

 

(d)   Owners shall advise Charterers immediately,in writing, should the vessel fail an inspection by, but not limited to, agovernmental and/or port state authority, and/or terminal and/or major chartererof similar tonnage. Owners shall simultaneously advise Charterers of theirproposed course of action to remedy the defects which have caused the failureof such inspection.

 

(e)   If, in Charterers reasonably held view:

 

(i)    failure of an inspection, or,

 

(ii)   any finding of an inspection,

 

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

 

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

 

**Period,Trading Limits and Safe Places**

 

4.     (a)   Owners agree to let and Charterers agree tohire the vessel for a period commencing on or about May 27, 2008 andending on or about December 31, 2009 plus or minus **30**days in Charterers’ option commencing from the time and date of delivery of thevessel, for the purpose of carrying all lawful merchandise (subject always to  Clause 28 ) including in particular cleanpetroleum products:

 

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 is off-hireunder this charter may be added to the last firm charter period in Charterers’option up to the total amount of time spent off-hire.  In such cases therate of hire will be that prevailing at the time the vessel would, but for theprovisions of this Clause, have been redelivered.

 

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

 

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(d)   Unless otherwise agreed, the vessel shall bedelivered by Owners dropping outward pilot at a port chosen by Charterers 

 

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

 

(e)   The vessel will deliver with last cargo(es)of **clean petroleum products** and willredeliver with last cargo(es) of **clean petroleum products**

 

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

 

**Laydays/Cancelling**

 

5.     The vessel shall not be delivered to Charterers before **May 27, 2008** and Charterersshall have the option of cancelling this charter if the vessel is not ready andat their disposal on or before **June 27, 2008**

 

**Ownersto Provide**

 

6.     Owners undertake to provide and to pay for all provisions, wages(including but not limited to all overtime payments), and shipping and dischargingfees and all other expenses of the master, officers And crew; also, except asprovided in  Clauses 4  and 34  hereof, for all insuranceon the vessel, for all Deck, cabin and engine-room stores, and for water(limited to crew only); for all drydocking, overhaul, maintenance and repairsto 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 for allfuel (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 allcharges for the said items shall be for Owners’ account when such items areconsumed, employed or incurred for Owners’ purposes or while the vessel isoff-hire (unless such items reasonably relate to any service given or distancemade good and taken into account under Clause 21  or  22 ); and provided further that any fuelused in connection with a general average sacrifice or expenditure shall bepaid for by Owners. OPA charges to be paid by Charterers, COFR to be arrangedand paid for by Owners.

 

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

 

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

 

**Rate ofHire**

 

8.     Subject as herein provided, Charterers shall pay for the use andhire of the vessel at the rate of United States Dollars **$31,500**per day, and pro rata for any part of a day, from the time and date of herdelivery (local time) to Charterers until the time and date of redelivery (localtime) to Owners.

 

**Paymentof Hire**

 

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

 
| to:    | **Fifth Third Bank**                                        |
|--------|-------------------------------------------------------------|
|   | ** Cincinatti, Ohio**                                  |
|   | ** Account:** ** ABA #042000314**            |
|   | ** For Credit to Account  No. 09990203987**       |
|   | ** in the name of OSG  America Operating Company LLC** |

 

in United States Dollarsper calendar month in advance, less:

 

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

 

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

 

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

 

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

 

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In default of such properand timely payment:

 

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

 

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

 

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**Space Available to Charterers**

 

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

 

**SegregatedBallast**

 

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

 

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

 

**Instructionsand Logs**

 

12.     Charterers shall from time to time give the master allrequisite instructions and sailing directions, and the master shall keep a fulland correct log of the voyage or voyages, which Charterers or their agents mayinspect as required.  The master shall when required furnish Charterers ortheir agents with a true copy of such log and with properly completed loadingand discharging port sheets and voyage reports for each voyage and otherreturns as Charterers may require.  Charterers shall be entitled to takecopies at Owners’ expense of any such documents which are not provided by themaster.

 

**Bills ofLading**

 

13.     (a)    The master (althoughappointed by Owners) shall be under the orders and direction of Charterers asregards employment of the vessels, agency and other arrangements, and shallsign Bills of Lading as Charterers or their agents may direct (subject alwaysto  Clauses 35(a)  and  40) without prejudice to thischarter.  Charterers hereby indemnify Owners against all consequences orliabilities that may arise;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

**Conductof Vessel’s Personnel**

 

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

 

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**Bunkersat Delivery and Redelivery**

 

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

 

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 anythingcontained in this charter all bunkers on board the vessel shall, throughout theduration of this charter, remain the property of Charterers and can only bepurchased on the terms specified in the charter at the end of the charterperiod or, if earlier, at the termination of the charter.

 

**Stevedores,Pilots, Tugs**

 

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

 

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

 

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

 

**Super-Numeraries**

 

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

 

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**Sub-letting/Assignment/Novation**

 

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

 

**FinalVoyage**

 

19.     If when a payment of hire is due hereunder Charterersreasonably expect to redeliver the vessel before the next payment of hire wouldfall due, the hire to be paid shall be assessed on Charterers’ reasonableestimate of the time necessary to complete Charterers’ programme up toredelivery, and from which estimate Charterers may deduct amounts due orreasonably expected to become due for:

 

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

 

(b)     bunkers on board at redelivery pursuant toClause 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.     Should the vessel be lost, this charter shallterminate and hire shall cease at noon (GMT) on the day of her loss; should thevessel be a constructive total loss, this charter shall terminate and hire shallcease at noon on the day on which the vessel’s underwriters agree that thevessel is a constructive total loss; should the vessel be missing, this chartershall terminate and hire shall cease at noon on the day on which she was lastheard of.  Any hire paid in advance and not earned shall be returned toCharterers and Owners shall reimburse Charterers for the value of the estimatedquantity of bunkers on board at the time of termination, at the price paid byCharterers at the last bunkering port.

 

**Off-hire**

 

21.     (a)     On each and everyoccasion that there is loss of time (whether by way of interruption in thevessel’s service or, from reduction in the vessel’s performance, or in anyother manner):

 

(i)      due to deficiency of personnel or stores;repairs; gas-freeing for repairs; time in and waiting to enter dry dock forrepairs; breakdown (whether partial or total) of machinery, boilers or otherparts of the 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 to sail,breach of orders or neglect of duty on the part of the master, officers orcrew; or;

 

(iii)    for the purpose of obtaining medical adviceor treatment for or landing any sick or injured person (other than a Charterers’representative carried under Clause 17  hereof) or 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 arising fromthe master, officers or crew having had communication with the shore at anyinfected area without the written consent or instructions of Charterers or theiragents, or to any detention by customs or other authorities caused by smugglingor 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 of Charterershereunder, or otherwise, the vessel shall be off-hire from the commencement ofsuch loss of time until she is again ready and in an efficient state to resumeher service from a position not less favourable to Charterers than that atwhich such loss of time commenced; provided, however, that any service given ordistance made good by the vessel whilst off-hire shall be taken into account inassessing 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, thenthe period for which the vessel shall be off-hire under this  Clause 21  shall be the difference between:

 

(i)      the time the vessel would have required toperform the relevant service at such guaranteed speed, and;

 

(ii)     the time actually taken to perform suchservice (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 the commencement of such deviation until thetime when she is again ready and in an efficient state to resume her servicefrom a position not less favourable to Charterers than that at which thedeviation commenced, provided, however, that any service given or distance madegood by the vessel whilst so off-hire shall be taken into account in assessingthe amount to be deducted from hire.  If the vessel, for any cause orpurpose mentioned in  Clause 21(a) ,puts into any port other than the port to which she is bound on theinstructions of Charterers, the port charges, pilotage and other expenses atsuch port shall be borne by Owners.  Should the vessel be driven into anyport or anchorage by stress of weather hire shall continue to be due and payableduring any time lost thereby.

 

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

 

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

 

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

 

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**PeriodicalDrydocking**

 

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

 

Owners shall put 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 carried outin the port offered by Charterers (which must have suitable accommodation forthe 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;

 

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

 

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

 

**ShipInspection**

 

23.     Charterers shall have the right at any time during thecharter period to make such inspection of the vessel as they may considernecessary.  This right may be exercisedas often and at such intervals as Charterers in their absolute discretion maydetermine and whether the vessel is in port or on passage.  Owners affording all necessary co-operationand accommodation on board provided, however:

 

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

 

18

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

 

**DetailedDescription and Performance**

 

24.     Owners guarantee that the speed andconsumption of the vessel shall be as agreed with Charterers.

 

**Salvage**

 

25.     Subject to the provisions of Clause 21 hereof,all loss of time and all expenses (excluding any damage to or loss of thevessel or tortious liabilities to third parties) incurred in saving orattempting to save life or in successful or unsuccessful attempts at salvageshall be borne equally by Owners and Charterers provided that Charterers shallnot be liable to contribute towards any salvage payable by Owners arising inany way out of services rendered under this Clause 25 .

 

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

 

**Lien**

 

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

 

**Exceptions**

 

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

 

(b)     The vessel shall have liberty to sail with or withoutpilots, to tow or go to the assistance of vessels in distress and to deviatefor the purpose of saving life or property.

 

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

 

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

 

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

 

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

 

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

 

**Grade ofBunkers**

 

29.     Charterers shall supply fuel as required for thevessel.  If Owners require the vessel tobe supplied with more expensive bunkers they shall be liable for the extra costthereof.

 

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.     Should the master require advances for ordinarydisbursements at any port, Charterers or their agents shall make such advancesto him, in consideration of which Owners shall pay a commission of two and ahalf per cent, and all such advances and commission shall be deducted fromhire.

 

**Laying-up**

 

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

 

**Requisition**

 

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

 

**Outbreakof War**

 

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

 

**AdditionalWar Expenses**

 

34.     If the vessel is ordered to trade in areas where thereis war (de facto or de jure) or threat of war, Charterers shall reimburseOwners for any additional insurance premia, crew bonuses and other expenseswhich are reasonably incurred by Owners as a consequence of such orders,provided that Charterers are given notice of such expenses as soon aspracticable and in any event before such expenses are incurred, and providedfurther that Owners obtain from their insurers a waiver of any subrogatedrights against Charterers in respect of any claims by Owners under their warrisk insurance arising out of compliance with such orders.

 

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

 

22

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**WarRisks**

 

35.     (a)     The master shall notbe required or bound to sign Bills of Lading for any place which in his orOwners’ reasonable opinion is dangerous or impossible for the vessel to enteror reach owing to any blockade, war, hostilities, warlike operations, civilwar, civil commotions or revolutions.

 

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

 

23

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(c)     The vessel shall have liberty to comply with anydirections or recommendations as to departure, arrival, routes, ports of call,stoppages, destinations, zones, waters, delivery or in any other wisewhatsoever given by the government of the state under whose flag the vesselsails or any other government or local authority or by any person or bodyacting or purporting to act as or with the authority of any such government orlocal authority including any de facto government or local authority or by anyperson or body acting or purporting to act as or with the authority of any suchgovernment or local authority or by any committee or person having under theterms of the war risks insurance on the vessel the right to give any suchdirections or recommendations.  If by reason of or in compliance with anysuch directions or recommendations anything is done or is not done, such shallnot be deemed a deviation.  If by reason of or in compliance with any suchdirection or recommendation the vessel does not proceed to any place ofdischarge to which she has been ordered pursuant to this charter, the vesselmay proceed to any place which the master or Owners in his or their discretionselect and there discharge the cargo or such part of it as may be affected.Such discharge shall be deemed to be due fulfilment of Owners’ obligationsunder this charter so far as cargo so discharged is concerned.

 

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

 

**Both toBlame Collision Clause**

 

36.     If the liability for any collision in which the vesselis involved while performing this charter fails to be determined in accordancewith the laws of the United States of America, the following provision shallapply:

 

“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.     General average contributions shall be payableaccording to York/Antwerp Rules, 1994 as amended from time to time, and shallbe adjusted in London in accordance with English 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.     Charterers shall procure that all Bills of Ladingissued pursuant to this charter shall contain 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.     Owners warrant that the vessel is now,and will, throughout the duration of the charter:

 

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

 

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

 

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

 

(d)     have in full force and effect Hull and Machineryinsurance placed through reputable brokers on Institute Time Clauses orequivalent 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.     The master shall not be required or bound to signBills of Lading for the carriage of cargo to any place to which export of suchcargo is prohibited under the laws, rules or regulations of the country inwhich the cargo was produced and/or shipped.

 

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

 

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

 

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

 

**BusinessPrinciples**

 

41.     (Deleted)

 

**Drugsand Alcohol**

 

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

 

28

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          (b) Owners warrant that the current policyconcerning drugs and alcohol on board is acceptable to ExxonMobil and willremain so throughout the charter period.

 

**OilMajor Acceptability**

 

43.     If, at any time during the charter period, the vesselbecomes unacceptable to any Oil Major, Charterers shall have the right toterminate the charter.

 

**Pollutionand Emergency Response**

 

44.     Owners are to advise Charterers of organisationaldetails and names of Owners personnel together with their relevanttelephone/facsimile/e-mail/telex numbers, including the names and contactdetails of Qualified Individuals for OPA 90 response, who may be contacted on a24 hour basis in the event of oil spills or emergencies.

 

**ISPSCode/US MTSA 2002**

 

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

 

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

 

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

 

“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)    Exceptas otherwise provided in this charter, loss, damage, expense or delay, causedby failure on the part of Charterers to comply with this sub-Clause 45(b) shallbe for Charterers’ account.

 

29

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

 

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

 

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

 

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**Law and Litigation**

 

46.     (Deleted)

 

**Confidentiality**

 

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

 

**Construction**

 

48.     The side headings have been included in this charterfor convenience of reference and shall in no way affect the constructionhereof.

 

Additional Clauses:   Asattached, shall be incorporated herein.

 
| **SIGNED FOR OWNERS**        |                                    | **SIGNED FOR CHARTERES** |
|------------------------------|-----------------------------------------|--------------------------|
| **Overseas New Orleans LLC** | **Overseas New Orleans Charterer  LLC** |
|                         |                                    |
| By:                          | /s/  Robert Mozdean                     |                     |   | By: | /s/ Janice K. Smith |
|                         | Name:  Robert  Mozdean        |                     | Name: | Janice K. Smith |
|                         | Title:  Manager               |                     | Title: | Manager |
|                              |                                         |                          |  |  |  |  |

 

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**Additional Terms**

**To the time charter dated May 1,2008 between Overseas NewOrleans LLC and Overseas New Orleans 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 |

 

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|   | 3.18                           | SEA  TERMINALS                                          |
|--------|--------------------------------|---------------------------------------------------------|
|   | 3.19                           | COMMUNICATION  EQUIPMENT                                |
|   | 3.20                           | INMARSAT  TRACKING                                      |
|   | 3.21                           | MANNING                                                 |
|   | 3.22                           | OWNERSHIP/FLAG                                          |
|   |                           |                                                    |
| **4.** | **Eligibility and Compliance** |
|   | 4.1                            | APPROVALS                                               |
|   | 4.2                            | ELIGIBILITY                                             |
|   | 4.3                            | I.T.F.                                                  |
|   | 4.4                            | DRUG  AND ALCOHOL POLICY                                |
|   | 4.5                            | SOLAS/MARPOL                                            |
|   | 4.6                            | ITOPF                                                   |
|   | 4.7                            | JAPAN  MARITIME DISASTER PREVENTION CENTER CERTIFICATES |
|   |                           |                                                    |
| **5.** | **Legal Provisions**           |
|   | 5.1                            | LAW  AND LITIGATION                                     |
|   | 5.2                            | AFFILIATES’  CLAIMS                                |
|   | 5.3                            | ASSIGNMENT                                              |
|   | 5.4                            | TENDER  OF NOTICE                                       |
|   | 5.5                            | INSURANCE                                               |
|   | 5.6                            | WAR                                                     |
|   | 5.7                            | BILL(S) OF  LADING/INDEMNITY                       |
|   | 5.8                            | CONFIDENTIALITY                                         |
|   | 5.9                            | LOSS  OF VESSEL                                         |
|   | 5.10                           | CONFLICTS  OF INTEREST                                  |
|   | 5.11                           | CONTRACT  INTERPRETATION                                |

 

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

 

1.1       OWNER’S BANK

 

See clause 9 of the Shelltime 4 form.

 

1.2       TIME CHARTER HIRE RATE

 

  See clause 8 of the Shelltime 4 form

 

1.3       OWNER’S ITEMS

 

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/Redeliveryand Trading**

 

2.1       DELIVERY

 

SeeClause 4 (d) of the Shelltime 4 form.

 

2.2       REDELIVERY

 

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SeeClause 4 (d) of the Shelltime 4 form.

 

2.3       TRADING AREASAND EXCLUSIONS

 

SeeClause 4 of the Shelltime 4 form.

 

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

### ** **

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

### ** **

2.5       BUNKERS ON DELIVERY/REDELIVERY

 

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

 

2.6       OFF-HIRE PERIOD(S)

 

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

 

2.7       BOYCOTT

 

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

 

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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 22of 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 includingrepair port call from the actual voyage from last port of call under Charterer’sorder to next port of call under Charterer’s orders, less theoretical voyagetime and bunkers for the direct voyage from said last port of call to said nextport of call.  The period during whichhire is suspended including drydocking and repairs until the Vessel again comeson hire under the terms hereof shall count as off-hire under the terms of thisCharter.

 

C.        Cleaning Costs

 

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

 

2.10     LAY-UP

 

Charterershall have the option with Owner’s approval which is not to be unreasonablywithheld, of laying-up the 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 whichOwner shall save during such period of lay-up through reduction in expenses,less any extra expenses borne by Owner is put as result of such lay-upincluding, but not limited to, crew repatriation expenses and to keep theVessel well and properly maintained during such lay-up periods.  All reactivation expenses including but notlimited to crew joining expenses to be for Charterer’s account.  The place of such lay-up shall be subject toOwner’s approval, not to be unreasonably withheld.

 

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

 

3.1       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 pumping operationsand notify the Owner’s DPA (Dedicated Position Ashore), terminal representative(s) and/orCharterer’s supervisor(s).  The Vesselshall not resume loading or discharging operations until a thoroughinvestigation is conducted and appropriate remedies are taken, and any timelost shall be for Owner’s account, should such spillage or leakage of oil befound to have occurred due to the negligence of Vessel’s crew or condition ofthe Vessel.  Notwithstanding the above,Owner shall always comply with the terms of Clause 4.2.

 

3.2       OILY WASTE

 

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

 

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

 

No requirements

 

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     LOADINGWARRANTY

 

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       PUMPINGPERFORMANCE WARRANTY

 

A.        Owner warrantsthat Vessel is capable of discharging a full cargo in 24 hours (or prorata forpart cargo) or maintaining an average pressure of 100 PSI at the Vessel’smanifold throughout the entire period of discharge excluding stripping andshore facilities permitting.

 

B.        Charterer is tobe compensated at the Hourly Rate of Hire for each hour, or pro rata for eachpart of an hour, that the Vessel takes in excess of the pumping time allowedper the rates stipulated in sub-paragraph (A) hereof.  In addition, Charterer reserves the right toorder the Vessel from any berth at any time at the Owner’s time and expensewhen this warranty is breached.  Ownerwill receive no credit or compensation if the Vessel is able to discharge at arate greater than those specified above. If the terminal or place of discharging does not allow or permit theVessel to meet the above warranty, the Master shall forthwith issue a Letter ofProtest (for which the Master, if possible, shall obtain acknowledgement) tosuch terminal or place and shall immediately advise Charterer in writing bytelex or facsimile.  If the Master failsto issue the Letter of Protest, Owner shall be deemed to waive any rights tocontest that time was lost as a result of the Vessel’s failure to comply withthe above pumping warranty.  Any delay toVessel’s discharge caused by shore conditions shall be taken into account inthe assessment of pumping performance.

 

3.14       DRAWINGS/DATA

 

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

 

a)    General Arrangement Plan

b)    Capacity Plan

 

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c)           Mooring Arrangement

d)                               Ballast Piping Diagram/ Arrangement

e)           Cargo Piping Diagram/Arrangement

f)                                  Any other documents or data requested byCharterer

 

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

 

3.15       REMEASUREMENT

 

Owner to advise allalternative loadlines and corresponding deadweights/drafts available at thetime of charter. Charterer has the option of requesting Owner to arrange forremeasurement of 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       CBMMOORING EQUIPMENT

 

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

 

The Vessel has  a minimum of 6 mooring lines or mooring wiresmounted on winches as described below. Each of these mooring lines or wires shall have a minimum length of 200meters.  ***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:  Three hundred (300) meter required.  The Vessel is 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.

 

Chocksand Double-Horn Bitts:  The Vessel musthave two (2) closed chocks and at least one (1) set of bitts at eachmooring location on both port and starboard side.  Only double-horn bitts are acceptable.  Roller-type chocks may be acceptable only ifthey have been enclosed by welding a preventive bar on top.  Open-type roller chocks are not acceptable.

 

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Winch Brake HoldingCapacity:  Must conform to OCIMF guidelinesand must be set at sixty percent (60%) of the breaking strength of wires/ropeson 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) metric ton safe workingload boom or crane required.  The Vesselis equipped with5-ton boom.

 

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

 

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

 

3.18       SEATERMINALS

 

Ownerwarrants that when calling at a sea terminal, the 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       COMMUNICATIONEQUIPMENT

 

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       INMARSATTRACKING

 

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 requireother approvals, sufficient time and notice is to be given to Owner who willthen arrange for Vessel’s inspection at Charterer’s  own expense. Failure to obtain approvals shall give Charterer the right to put theVessel’s off hire, and costs to make good the deficiencies will be for theOwner’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 having jurisdiction.  In particular, Owner warrants that fortrading to or from ports in the United States, the Vessel does and will complywith all requirements of the Federal Oil Pollution Act of 1990 (OPA 90), USFederal Water Pollution Control Act, SOLAS IX (ISM), MARPOL 1973/1978/1983,Civil Liability Convention and regulations issued pursuant thereto andeffective 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         DRUGAND 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 procedural chairman.  Their decision or that of any two of themshall be final and binding, and for the purpose of enforcing the award, thisagreement 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 Maritime Arbitrators, Inc.and the applicable law will be the Federal Maritime Law of the United States.

 

5.2         AFFILIATES’ CLAIMS

 

A.        If, whether directly or indirectly, 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.

 

For Owner: OSG 300 LLC and OSG Liberty LLC

Fax: 212-251-1180

Email: PPopov@OSG.Com

 

ForCharterer: OSP 300 LLC

Fax:813-221-2649

Email:Fgordon@OSG.com

 

5.5           INSURANCE

 

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

 

·      Hull andMachinery 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.

 

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

 

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

 

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Any additional, per voyage,Hull and Machinery or Protection and Indemnity, War Risk insurance premiums orrequired crew bonuses, which are specifically applicable to a particular portor location to which the Charterer directs the Vessel shall  be for Charterer’s account (provided alwaysthat Charterer is given notice of the amount of such additional premiums priorto the Vessel entering the area to which the additional coverage and premiumsapply, and that the benefit of all discounts on such premiums received by Ownerfrom its War Risks insurers, underwriters or brokers are credited to Chartererin full and that Owner obtains from its insurers waivers of subrogation againstCharterer in respect of any claims by Owner under its war risk insurancearising out of compliance with such orders). Charterer shall reimburse Owner any amounts due under this Clause uponreceipt of Owner’s invoice together with full supporting documentation includingall associated debit and credit notes.

 

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

 

5.6         WAR

 

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

 

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

 

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

 

(ii)             “WarRisks” shall include any war (whether actual or threatened), act of war, civilwar, hostilities, revolution, rebellion, civil commotion, warlike operations,the laying of mines (whether actual or reported), acts of piracy, acts ofterrorists, acts of hostility or malicious damage, blockades (whether imposedagainst all vessels or imposed selectively against vessels of certain flags orOwnership, or against certain cargoes or crews or otherwise howsoever), by anyperson, body, terrorist or political group, or the Government of any statewhatsoever, which, in the reasonable judgment of the Master and/or the Owner,may be dangerous or are likely to be or to become dangerous to Vessel, hercargo, crew or other persons on board the Vessel.

 

(b)   The Vessel,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)   The Vesselshall 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)          TheVessel 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 or recommendationsof any war risks underwriters who have the authority to give the same under theterms 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 European Community,the effective orders of any other Supranational body which has the right toissue and give the same, and with national laws aimed at enforcing the same towhich the Owner are subject, and to obey the orders and directions of those whoare 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 theforegoing provisions of this clause, the Owner shall refuse to proceed to theloading or discharging ports, or any one or more of them, they shallimmediately inform the Charterer.  Nocargo shall be discharged at any alternative port without first giving theCharterer notice of the Owner’s intention to do so and requesting them tonominate a safe port for such discharge. Failing such nomination by the Charterer within 48 hours of the receiptof such notice and request, the Owner may discharge the cargo at any safe portof their own choice.

 

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

 

5.7       BILL(S) OF LADING/INDEMNITY

 

***The discharge port(s) shown in the original Bill ofLading shall not constitute a declaration of discharge port(s) andCharterer shall have the right to order the Vessel to any port(s) withinthe terms of this Charter Party.***

 

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

 

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

 

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

 

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

 

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

 

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5.9       LOSS OFVESSEL

 

Shouldthe 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     CONFLICTSOF INTEREST

 

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

 

5.11       CONTRACT INTERPRETATION

 

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

 

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