##### 



Exhibit 10.46 Copyright, published by
    
    Adopted by
    
    Issued byThe Baltic and International Maritime Council
    
    International Support Vessel Owners
    
    The Documentary Committee of(BIMCO), Copenhagen
    
    Association (ISDA), London
    
    The Baltic and International
Maritime Council (BIMCO), CopenhagenSeptember 1989
    
    
    
    (First edition published 1975)
REVISED 1989
 1.
        Place and date
        
        
        UNIFORM TIME CHARTER PARTY
        
        
        (STAMP)FOR OFFSHORE SERVICE VESSELSCARDINGTON ENGLAND, 28 JANUARY 2004
        
        
        CODE NAME: SUPPLYTIME 89PART I2.
        Owners/Place of business (full style, address
          and telex/telefax no.) (Cl. 1(a))
        
        3.
        Charterers/Place of business (full style,
          address and telex/telefax no.) (Cl. 1(a))CABLE SHIPPING INC.60 BROAD STREET MONROVIA
          LIBERIA
        
        TORCH OFFSHORE
INC. 401 WHITNEY AVENUE,
          SUITE 400 GRETNA LOUISIANA 70056 USA4.
        Vessels name
(Cl. 1(a))
        
        5.
        Date of delivery
(Cl. 2(a))
        
        6.
        Cancelling date (Cl. 2(a) and (c))MIDNIGHT HUNTER
        
        
        30 JANUARY 2004
        
        10 FEBRUARY 20047.
        Port of place of
delivery (Cl. 2(a))
        
        8.
        Port or place of
redelivery/notice of redelivery (Cl. 2(d))ALONGSIDE NEW ORLEANS PORT
        
        
        (i)
        Port or place of deliveryALONGSIDE NEW ORLEANS PORT(ii)
        Number of days notice of redelivery30 DAYS APPROX/15-10-5-3-2-1 DEFINITE
          DAYS9.
        Period of hire (Cl. 1(a))
        
        10.
        Extension of period
of hire (optional) (Cl. 1(b))FROM VESSELS DELIVERY UNTIL 2ND
          SEPTEMBER 2005
        
        
        (i)
        Period of extension3 x 6 MONTHS (SEE ALSO BOX 20)(ii)
        Advance notice for declaration of option
          (days)1ST OPTION TO BE DECLARED BY 30 APRIL
          2005, 2ND OPTION TO BE DECLARED BY 2ND SEPTEMBER 2005, 3RD OPTION TO
          BE DECLARED BY 2ND MARCH 2006.11.
        Automatic extension period to complete voyage
          or well (Cl. 1(c))
        
        12.
        Mobilisation charge (lump sum and when due)
          (Cl. 2.(b)(i))(i)
        Voyage or well (state which)
        
        (i)
        Lump sumAS REQUIRED FOR WORK IN PROGRESS
        
        
        
        N/A(ii)
        Maximum extension period (state number of
          days)
        
        
        (ii)
        When due30 DAYS
        
        
        
        N/A13.
        Port of place of mobilisation (CI.2(b)(i))N/A14.
        Early termination of charter (state amount
          of hire paybale) (Cl. 26(a))
        
        15.
        Number of days notice of early termination
          (Cl. 26(a)
        
        16.
        Demobilisation charge (lump
sum) (Cl. 2(e)
          and Cl. 26(e))N/A
        
        
        
        N/A
        
        
        N/A17.
        Area of operation
(Cl. 5(a))
        
        18.
        Employment of vessel restricted to (state
          nature of service(s)) (Cl. 5(a))WORLD WIDE
WITHIN INSTITUTE WARRANTY LIMITS
        
        AS SUPPORT FOR PIPELAY, SUBSEA CONSTRUCTION
          AND
          OIL FIELD MAINTENANCE OPERATIONS, ALL ACTIVITIES
          TO BE INCLUSIVE OF DIVING, ROV AND SURVEY, AS
          DIRECTED BY THE CHARTERERS, BUT ALWAYS WITHIN
          THE SAFE CAPABILITIES AND CAPACITIES OF THE VESSEL
 (continued)




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(continued)
    
    SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels
    
    PART I
 19.
        Charter hire (state
rate and currency) (Cl.
          10(a) and (d))
        
        20.
        Extension hire (if agreed, state rate) (Cl.
          10(b))US DOLLARS 14,500.00 PER DAY
        
        US DOLLARS 19,500.00 PER DAY(see also Clause
51)21.
        Invoicing for hire
and other payments (Cl.
          10(d))
        
        22.
        Payments (state mode and place of payment;
          also state beneficiary and bank account) (Cl. 10(e))(i)
        state whether to be issued in advance of
          arrears
        
        TO BE ADVISED LATERHIRE TO BE INVOICED IN ADVANCE ON 1ST
          DAY OF EACH MONTH WORKED, FOR PAYMENT ON THE 5TH DAY OF THE FOLLOWING
          MONTH, EXCEPT 1ST MONTHS HIRE WHERE INVOICE ON DAY OF DELIVERY AND PAID
          ON THE 5TH DAY OF THE FOLLOWING MONTH.(ii)
        state to whom to be issued if addressee
          other than stated in Box 2N/A(iii)
        state to whom to be issued if addressee
          other than stated in Box 3N/A23.
        Payment of hire, bunker invoices and disbursements
          for Charterers account (state maximum number of
days) (Cl. 10(e))
        
        24.
        Interest rate payable (Cl. 10(e))
        
        25.
        Maximum audit period (Cl. 10(f))HIRE PAYABLE AS PER 21(i)
          ABOVE
        
        LIBOR PLUS 2 PER CENT
        
        4 MONTHS26.
        Meals (state rate
agreed)(Cl. 5(c)(i))
        
        27.
        Accommodation (state rate
agreed)(Cl. 5(c)(i))
        
        28.
        Mutual Waiver of Recourse (optional, state
          whether applicable)(Cl. 12(f))N/A (SEE CLS. 50)
        
        N/A (SEE CLS. 50)
        
        N/A29.
        Sublet (state amount of daily increment
          to charter hire)(Cl. 17(b))
        
        30.
        War (state name of countries)(Cl. 19(e))SEE PART II, CLAUSE 17
        
        
        NATO COUNTRIES31.
        General average (place of settlement 
          only to be filled in if other than London)(Cl. 21)
        
        32.
        Breakdown (state period)(Cl. 26(b)(v))LONDON
        
        
        
        
        30 DAYS33.
        Law and arbitration (state Cl. 31(a) or
          31(b) or 31(c), as agreed; if Cl. 31(c) agreed also state place of arbitration)(Cl.
          31)
        
        34.
        Numbers of additional clauses covering special
          provisions, if agreedENGLISH LAW, ARBITRATION IN
          LONDON
        
        37/53 INCLUSIVE, ANNEXES A,
          B, C & D ENCLOSED FORM AN
          INTEGRAL PART OF THIS
          CHARTER PARTY35.
        Names and addresses for notices and other
          communications required to be given by the Owners (Cl. 28)
        
        36.
        Names and addresses for notices and other
          communications required to be given by the Charterers (Cl. 28)SEE CLS. 48
        
        
        
        
        SEE CLS. 48It is mutually agreed that this Contract
          shall be performed subject to the conditions contained in the Charter
          consisting of PART I, including additional clauses if any agreed and
          stated in Box 34, and PART II as well as ANNEX A and ANNEX
          B as annexed to this Charter. In the event of a conflict
          of conditions, the provisions of PART I shall prevail over those of
          PART II and ANNEX A and ANNEX B to the extent
          of such conflict but no further. ANNEX C as annexed to this
          Charter is optional and shall only apply if expressly agreed and stated
          in Box 28.Signature (Owners)
        
        Signature (Charterers)/s/ (ILLEGIBLE)
        
        
        
        
        
        /s/ (ILLEGIBLE)
 Printed and sold by Fr. G.
Krudzon Ltd., 68 Toldbodgade, DK-1253 Copenhagen K, Telfax +45 33 93 11 84
by authority of the Baltic and International Maritime Conference
(BIMCO), Copenagen.




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PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels  1.
    
    Period(a)
    
    The Owners stated in Box 2 let and the Charterers stated in Box 3 hire
the Vessel named in Box 4, as specified in ANNEX A (hereinafter referred
to as the Vessel), for the period as stated in Box 9 from the time the
Vessel is delivered to the Charterers.(b)
    
    Subject to Clause 10(b), the Charterers have the option to extend the
Charter Period in direct continuation for the period stated in Box 10(i),
but such an option must be declared in accordance with Box 10(ii).(c)
    
    The Charter Period shall automatically be extended for the time required
to complete the voyage or well (whichever is stated in Box 11(i)) in
progress, such time not to exceed the period stated in Box 11(ii).2.
    
    Delivery and Redelivery(a)
    
    Delivery.  Subject to sub-clause (b) of this Clause the Vessel shall be
delivered by the Owners free of cargo and with clean tanks at any time
between the date stated in Box 5 and the date stated in Box 6 at the port or
place stated in Box 7 where the Vessel can safely lie always afloat.(b)
    
    Mobilisation.  (i) The Charterers shall pay a lump sum as stated in Box
12 without discount by way of mobilisation charge in consideration of the
Owners giving delivery at the port or place stated in Box 7. The
mobilisation charge shall not be affected by any change in the port or place
of mobilisation from that stated in Box 13. (ii) Should the Owners agree to the Vessel loading and transporting cargo
and/or undertaking any other service for the Charterers en route to the port
of delivery or from the port of redelivery, then all terms and conditions of
this Charter Party shall apply to such loading and transporting and/or other
service exactly as if performed during the Charter Period excepting only
that any lump sum freight agreed in respect thereof shall be payable on
shipment or commencement of the service as the case may be, the Vessel
and/or goods lost or not lost.  (c)
    
    Cancelling.  If the Vessel is not delivered by midnight local time on
the cancelling date stated in Box 6, the Charterers shall be entitled to
cancel this Charter Party. However, if despite the exercise of due diligence
by the Owners, the Owners will be unable to deliver the Vessel by the
cancelling date, they may give notice in writing to the Charterers at any
time prior to the delivery date as stated in Box 5, and shall state in such
notice the date by which they will be able to deliver the Vessel. The
Charterers may within 24 hours of receipt of such notice give notice in
writing to the Owners cancelling this Charter Party. If the Charterers do
not give such notice, then the later date specified in the Owners notice
shall be substituted for the cancelling date for all the purposes of this
Charter Party. In the event the Charterers cancel the Charter Party, it
shall terminate on terms that neither party shall be liable to the other for
any losses incurred by reason of the non-delivery of the Vessel or the
cancellation of the Charter Party.(d)
    
    Redelivery.  The Vessel shall be redelivered on the expiration or
earlier termination of this Charter Party free of cargoand Charterers equipment
and with clean tanks at the port or place as stated in Box 8(i) or such other port or place as
may be mutually agreed. The Charterers shall give not less than the number
of days notice in writing of their intention to redeliver the Vessel, as
stated in Box 8(ii).(e)
    
    Demobilisation.  The Charterers shall pay a lump sum without discount
in the amount as stated in Box16 by way of demobilisation charge which
amount shall be paid on the expiration or on earlier termination of this
Charter Party.3.
    
    Condition of Vessel(a)
    
    The Owners undertake that at the date of delivery under this Charter
Party the Vessel shall be of the description and classification as specified
in ANNEX A, attached hereto, and undertake to so maintain the Vessel
during the period of service under this Charter Party.(b)
    
    The Owners shall before and at the date of delivery of the Vessel and
throughout the Charter Period exercise due diligence to make and maintain
the Vessel tight, staunch, strong in good order and condition and, without
prejudice to the generality of the foregoing, in every way fit to operate
effectively at all times for the services as stated in Clause 5.4.
    
    SurveyThe Owners shall appoint either the ships Captain or other employee
and the Charterers shall jointly appoint an independent surveyor
or other employeefor the purpose of jointlydetermining and agreeing in
writing the condition of the Vessel, any anchor handling and towing equipment specified in Section 5 of
ANNEX A, and the quality and quantity of fuel, lubricants and water at the
time of delivery and redelivery hereunder. The Owners and the Charterers
shall jointly share the time and expense of such surveys.5.
    
    Employment and Area of Operation(a)
    
    The Vessel shall be employed in offshore activities which are lawful in
accordance with the law of the place of the Vessels flag and/or
registration and of the place of operation. Such activities shall be
restricted to the service(s) as stated in Box 18, and to voyages between any
good and safe port or place and any place or offshore unit where the Vessel
can safely lie always afloat within the Area of Operation as stated in Box
17 which shall always be
within Institute Warranty Limits and which shall in no circumstances be
exceeded without prior agreement and adjustment of the Hire and in
accordance with such other terms as appropriate to be agreed; provided
always that the Charterers do not warrant the safety of any such port or
place or offshore unit but shall exercise due diligence in issuing their
orders to the Vessel as if the Vessel were their own property and having
regard to her capabilities and the nature of her employment. Unless
otherwise agreed, the Vessel shall not be employed as a diving platform.(b)
    
    Relevant permission and licences from responsible authorities for the
Vessel to enter, work in and leave the Area of Operation shall be obtained
by the Charterers and the Owners shall assist, if necessary, in every way
possible to secure such permission and licences.(c)
    
    The Vessels Space.  The whole reach and burden and decks of the Vessel
shall throughout the Charter Period be at the Charterers disposal reserving
proper and sufficient space for the Vessels Master, Officers, Crew, tackle,
apparel, furniture, provisions and stores. The Charterers shall be entitled
to carry, so far as space is available and for their purposes in connection
with their operations. (i) Persons other than crew members, other than fare paying, and for such
purposes to make use of the Vessels available accommodation not being
used on the voyage by the Vessels Crew. The Owners shall provide
suitable provisions and requisites for such persons for which the
Charterers shall pay at the rate as stated in Box 26 per meal and at the
rate as stated in Box 27 per day for the provision of bedding and
services for persons using berth accommodation (see also cls. 50). (ii) Lawful cargo whether carried on or under deck. (iii) Explosives and dangerous cargo, whether in bulk or packaged, provided
proper notification has been given and such cargo is marked and packed
in accordance with the national regulations of the Vessel and/or the
International Maritime Dangerous Goods Code and/or other pertinent
regulations. Failing such proper notification, marking or packing the
Charterers shall indemnify the Owners in respect of any loss, damage or
liability whatsoever and howsoever arising therefrom. The Charterers
accept responsibility for any additional expenses (including
reinstatement expenses) incurred by the Owners in relation to the
carriage of explosives and dangerous cargo. (iv) Hazardous and noxious substances, subject to Clause 12(g), proper
notification and any pertinent regulations.  (d)
    
    Laying-up of Vessel.  The Charterers shall have the option of laying up
the Vessel at an agreed safe port or place for all or any portion of the
Charter Period in which case the Hire hereunder shall continue to be paid
but, if the period of such lay-up exceeds 30 consecutive days there shall be
credited against such Hire the amount which the Owners shall reasonably have
saved by way of reduction in expenses and overheads as a result of the
lay-up of the Vessel.6.
    
    Master and Crew(a)
    
    (i) The Master shall carry out his duties promptly and the Vessel shall
render all reasonable services within her capabilities by day and by night
and at such times and on such schedules as the Charterers may reasonably
require without any obligations of the Charterers to pay to the Owners or
the Master,




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PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels Officers or the Crew of the Vessel any excess or overtime
payments. The Charterers shall furnish the Master with all instructions and
sailing directions and the Master and Engineer shall keep full and correct
logs accessible to the Charterers or their agents. (ii) The Master shall sign cargo documents as and in the form presented, the
same, however, not to be Bills of Lading, but receipts which shall be non-negotiable documents and shall be marked as such. The Charterers shall
indemnify the Owners against all consequences and liabilities arising from
the Master, Officers or agents signing, under the direction of the
Charterers, those cargo documents or other documents inconsistent with this
Charter Party or from any irregularity in the papers supplied by the
Charterers or their agents.  (b)
    
    The Vessels Crew if required by Charterers will connect and disconnect
electric cables, fuel, water and pneumatic hoses when placed on board the
Vessel in port as well as alongside the offshore units; will operate the
machinery on board the Vessel for loading and unloading cargoes; and will
hook and unhook cargo on board the Vessel when loading or discharging
alongside offshore units. If the port regulations or the seamen and/or
labour unions do not permit the Crew of the Vessel to carry out any of this
work, then the Charterers shall make, at their own expense, whatever other
arrangements may be necessary, always under the direction of the Master.(c)
    
    If the Charterers have reason to be dissatisfied with the conduct of the
Master or any Officer or member of the Crew, the Owners on receiving
particulars of the complaint shall promptly investigate the matter and if
the complaint proves to be well founded, the Owners shall as soon as
reasonably possible make appropriate changes in the appointment.(d)
    
    The entire operation, navigation, and management of the Vessel shall be
in the exclusive control and command of the Owners, their Master, Officers
and Crew. The Vessel will be operated and the services hereunder will be
rendered as requested by the Charterers, subject always to the exclusive
right of the Owners or the Master of the Vessel to determine whether
operation of the Vessel may be safely undertaken. In the performance of the
Charter Party, the Owners are deemed to be an independent contractor, the
Charterers being concerned only with the results of the services performed.7.
    
    Owners to Provide(a)
    
    The Owners shall provide and pay for all provisions, wages and all other
expenses of the Master, Officers and Crew; all maintenance and repair of the
Vessels hull, machinery and equipment as specified in ANNEX A; also,
except as otherwise provided in this Charter Party, for all insurance on the
Vessel, all dues and charges directly related to the Vessels flag and/or
registration, all deck, cabin and engine room stores, cordage required for
ordinary ships purposes mooring alongside in harbour, and all fumigation
expenses and de-ratisation certificates. The Owners obligations under this
Clause extend to cover all liabilities for consular charges appertaining to
the Master, Officers and Crew, customs or import duties arising at any time
during the performance of this Charter Party in relation to the personal
effects of the Master, Officers and Crew, and in relation to the stores,
provisions and other matters as aforesaid which the Owners are to provide
and/or pay for and the Owners shall refund to the Charterers any sums they
or their agents may have paid or been compelled to pay in respect of such
liability.(b)
    
    On delivery the Vessel shall be equipped, if appropriate, at the Owners
expense with any towing and anchor handling equipment specified in Section
5(b) of ANNEX A. If during the Charter Period any such equipment becomes
lost, damaged or unserviceable, other than as a result of the Owners
negligence, the Charterers shall either provide, or direct the Owners to
provide, an equivalent replacement at the Charterers expense.8.
    
    Charterers to Provide(a)
    
    While the Vessel is on hire the Charterers shall provide and pay for all
fuel, lubricants, water, provisions, catering and accommodation services,
dispersants, firefighting foam and transport
thereof, port charges, pilotage and boatmen and canal steersmen (whether
compulsory or not), launch hire (unless incurred in connection with the
Owners business), light dues, tug assistance, canal, dock, harbour, tonnage
and other dues and charges, agencies and commissions incurred on the
Charterers business, costs for security or other watchmen, and of
quarantine (if occasioned by the nature of the cargo carried or the ports
visited whilst employed under this Charter Party but not otherwise). (See also clauses 42 and 50).(b)
    
    At all times the Charterers shall provide and pay for the loading and
unloading of cargoes so far as not done by the Vessels crew, cleaning of
cargo tanks, all necessary dunnage, uprights and shoring equipment for
securing deck cargo, all cordage except as to be provided by the Owners, all
ropes, slings and special runners (including bulk cargo discharge hoses)
actually used for loading and discharging, inert gas required for the
protection of cargo, and electrodes used for offshore works, and shall
reimburse the Owners for the actual cost of replacement of special mooring
lines to offshore units, wires, nylon spring lines etc. used for offshore
works, all hose connections and adaptors, and further, shall refill
oxygen/acetylene bottles used for offshore works.(c)
    
    The Charterers shall pay for customs duties, all permits, import duties
(including costs involved in establishing temporary or permanent importation
bonds), and clearance expenses, both for the Vessel and/or equipment,
required for or arising out of this Charter Party.9.
    
    BunkersUnless otherwise agreed, the Vessel shall be delivered with bunkers and
lubricants as on board and redelivered with sufficient bunkers to reach the
next bunkering stage en route to her next port of call. The Charterers upon
delivery and the Owners upon redelivery shall take over and pay for the
bunkers and lubricants on board at the prices prevailing at the times and
ports of delivery and redelivery.10.
    
    Hire and Payments(a)
    
    Hire.  The Charterers shall pay Hire for the Vessel at the rate stated
in Box 19 per day or pro rata for part thereof from the time that the Vessel
is delivered to the Charterersend of the rig-up period pursuant
to Clause 51 until the expiration or earlier termination
of this Charter Party.Charterers shall pay hire during the rig-up period at the rate specified in Clause 51.(b)
    
    Extension Hire.  If the option to extend the Charter Period under
Clause 1(b) is exercised, Hire for such extension shall, unless stated in
Box 20, be mutually agreed between the Owners and the Charterers.(c)
    
    Adjustment of Hire.  The rate of hire shall be adjusted to reflect
documented changes, after the date of entering into the Charter Party or the
date of commencement of employment, whichever is earlier, in the Owners
costs arising from changes in the Charterers requirements or regulations
governing the Vessel and/or its Crew or this Charter Party.(d)
    
    Invoicing.  All invoices shall be issued in the contract currency
stated in Box 19. In respect of reimbursable expenses incurred in currencies
other
than the contract currency, the rate of exchange into the contract currency
shall be that quoted by the Central Bank of the country of such other
currency as at the date of the Owners invoice. Invoices covering Hire and
any other payments due shall be issued monthly as stated in Box 21(i) or at
the expiration or earlier termination of this Charter Party. Notwithstanding
the foregoing, bunkers and lubricants on board at delivery shall be invoiced
at the time of delivery.(e)
    
    Payments.  Payments of Hire, bunker invoices and disbursements for the
Charterers account shall be received as stipulated in Box 21
within the number of days stated in
Box 23 from the date of receipt of the invoice. Payment shall be made in the
contract currency in full without discount to the account stated in Box 22.However any advances for disbursements made on behalf of and approved by the
Owners may be deducted from Hire due.If payment is not received by the
Owners within 5 banking days following the due date the Owners are entitled
to charge interest at the rate stated in Box 24 on the amount outstanding
from and including the due date until payment is received.Where an invoice is disputed, the Charterers shall in any event pay the
undisputed portion of the invoice but shall be entitled to withhold payment
of the disputed portion provided that such portion is reasonably disputed
and the Charterers specify such reason. Interest will be chargeable at the
rate stated in Box 24 on such disputed amounts where resolved in favour of
the Owners. Should the Owners prove the validity of the disputed portion of
the invoice, balance payment shall be received by the Owners within 5
banking days after the dispute is resolved. Should the Charterers claim be
valid, a corrected invoice shall be issued by the Owners.In default of payment as herein specified, the Owners may require the
Charterers to make payment of the amount due within 5 banking days of
receipt




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PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels  of notification from the Owners; failing which the Owners shall have
the right to withdraw the Vessel without prejudice to any claim the Owners
may have against the Charterers under this Charter Party.While payment remains due the Owners shall be entitled to suspend the
performance of any and all of their obligations hereunder and shall have no
responsibility whatsoever for any consequences thereof, in respect of which
the Charterers hereby indemnify the Owners, and Hire shall continue to
accrue and any extra expenses resulting from such suspension shall be for
the Charterers account.(f)
    
    Audit.  The Charterers shall have the right to appoint an independent
chartered accountant to audit the Owners books directly related to work
performed under this Charter Party at any time after the conclusion of the
Charter Party, up to the expiry of the period stated in Box 25, to determine
the validity of the Owners charges hereunder. The Owners undertake to make
their records available for such purposes at their principal place of
business during normal working hours. Any discrepancies discovered in
payments made shall be promptly resolved by invoice or credit as
appropriate.11.
    
    Suspension of Hire(a)
    
    If as a result of any deficiency of Crew or of the Owners stores,
strike of Master, Officers and Crew, breakdown of or any other matter affecting
Owners equipment, machinery, damage to hull
or other accidents to the Vessel, the Vessel is prevented from working, no
Hire shall be payable in respect of any time lost and any Hire paid in
advance shall be adjusted accordingly provided always however that Hire
shall not cease in the event of the Vessel being prevented from working as
aforesaid as a result of: (i) the carriage of cargo as noted in Clause 5(c)(iii) and (iv); (ii) quarantine or risk of quarantine unless caused by the Master, Officers
or Crew having communication with the shore at any infected area not in
connection with the employment of the Vessel without the consent or the
instructions of the Charterers; (iii) deviation from her Charter Party duties or exposure to abnormal risks
at the request of the Charterers; (iv) detention in consequence of being driven into port or to anchorage
through stress of weather or trading to shallow harbours or to river or
ports with bars or suffering an accident to her cargo, when the expenses
resulting from such detention shall be for the Charterers account
howsoever incurred; (v) detention or damage by ice; (vi) any act or omission of the Charterers, their servants or agents.  (b)
    
    Liability for Vessel not Working.  The Owners liability for any loss,
damage or delay sustained by the Charterers as a result of the Vessel being
prevented from working by any cause whatsoever shall be limited to
suspension of hire.(c)
    
    Maintenance and Drydocking.  Notwithstanding sub-clause (a) hereof, the
Charterers shall grant the Owners a maximum of 24 hours on hire, which shall
be cumulative, per month or pro rata for part of a month from the
commencement of the Charter Period for maintenance and repairs including
drydocking (hereinafter referred to as maintenance allowance).The Vessel shall be drydocked at regular intervals. The Charterers shall
place the Vessel at the Owners disposal clean of cargo, at a port (to be
nominated by the Owners at a later date) having facilities suitable to the
Owners for the purpose of such drydocking.During reasonable voyage time taken in transits between such port and Area
of Operation the Vessel shall be on hire and such time shall not be counted
against the accumulated maintenance allowance.Hire shall be suspended during any time taken in maintenance repairs and
drydocking in excess of the accumulated maintenance allowance.In the event of less time being taken by the Owners for repairs and drydocking
or, alternatively, the Charterers not making the Vessel available for all or part
of this time, the Charterers shall, upon expiration or earlier termination of the
Charter Party, pay the equivalent of the daily rate of Hire then prevailing in
addition to Hire otherwise due under this Charter Party in respect of all such
time not so taken or made available.Upon commencement of the Charter Period, the Owners agree to furnish the
Charterers with the Owners proposed drydocking schedule and the
Charterers agree to make every reasonable effort to assist the Owners in
adhering to such predetermined drydocking schedule for the Vessel (see also cls 38).12.
    
    Liabilities and Indemnities(a)
    
    Owners.  Notwithstanding anything else contained in this Charter Party
excepting Clauses 5(c)(iii), 7(b), 8(b), 12(g), 15(c) and 21, the Charterers shall
not be responsible for loss of or damage to the property of the Owners or of
their contractors and sub-contractors, including the Vessel, or for personal
injury or death of the employees of the Owners or of their contractors and
sub-contractors, arising out of or in any way connected with the performance
of this Charter Party, even if such loss, damage, injury or death is caused
wholly or partially by the act, neglect, or default of the Charterers, their
employees, contractors or sub-contractors, and even if such loss, damage,
injury or death is caused wholly or partially by unseaworthiness of any vessel;
and the Owners shall indemnify, protect, defend and hold harmless the
Charterers from any and against all claims, costs, expenses, actions,
proceedings, suits, demands and liabilities whatsoever arising out of or in
connection with such loss, damage, personal injury or death.(b)
    
    Charterers.  Notwithstanding anything else contained in this Charter
Party excepting Clause 21, the Owners shall not be responsible for loss of,
damage to, or any liability arising out of anything towed by the Vessel, any
cargo laden upon or carried by the Vessel or her tow, the property of the
Charterers or of their contractors and sub-contractors, including their
offshore units, or for personal injury or death of the employees of the
Charterers or of their contractors and sub-contractor (other than the Owners
and their contractors and sub-contractors) or of anyone on board anything
towed by the Vessel, arising out of or in any way connected with the
performance of this Charter Party, even if such loss, damage, liability, injury
or death is caused wholly or partially by the act, neglect or default of the
Owners, their employees, contractors or sub-contractors, and even if such
loss, damage, liability, injury or death is caused wholly or partially by the
unseaworthiness of any vessel; and the Charterers shall indemnify, protect,
defend and hold harmless the Owners from any and against all claims, costs,
expenses, actions, proceedings, suits, demands, and liabilities whatsoever
arising out of or in connection with such loss, damage, liability, personal
injury or death.(c)
    
    Consequential Damages.  Neither party shall be liable to the other for, and
each party hereby agrees to protect, defend and indemnify the other against,
any consequential damages whatsoever arising out of or in connection with
the performance or non-performance of this Charter Party, including, but not
limited to, loss of use, loss of profits, shut-in or loss of production and cost of
insurance.(d)
    
    Limitations.  Nothing contained in this Charter Party shall be construed or
held to deprive the Owners or the Charterers, as against any person or party,
including as against each other, of any right to claim limitation of liability
provided by any applicable law, statute or convention, save that nothing in
this Charter Party shall create any right to limit liability. Where the Owners or
the Charterers may seek an indemnity under the provisions of this Charter
Party or against each other in respect of a claim brought by a third party, the
Owners or the Charterers shall seek to limit their liability against such third
party.(e)
    
    Himalaya Clause.  (i) All exceptions, exemptions, defences, immunities,
limitations of liability, indemnities, privileges and conditions granted or
provided by this Charter Party or by any applicable statute, rule or regulation
for the benefit of the Charterers shall also apply to and be for the benefit of the
Charterers parent, affiliated, related and subsidiary companies; the
Charterers contractors, sub-contractors, clients, joint venturers and joint
interest owners (always with respect to the job or project on which the Vessel
is employed); their respective employees and their respective underwriters. (ii) All exceptions, exemptions, defences, immunities, limitations of liability,
indemnities, privileges and conditions granted or provided by this Charter
Party or by any applicable statute, rule or regulation for the benefit of the
Owners shall also apply to and be for the benefit of the Owners parent,
affiliated, related and subsidiary companies, the Owners sub-contractors,
the Vessel, its Master, Officers and Crew, its registered owner, its operator, its
demise charterer(s), their respective employees and their respective
underwriters. (iii) The Owners or the Charterers shall be deemed to be acting as agent or
trustee of and for the benefit of all such persons and parties set forth above,
but only for the limited purpose of contracting for the extension of such
benefits to such persons and parties.  (f)
    
    Mutual Waiver of Recourse(Optional, only applicable if stated in Box 28, but
regardless of whether this option is exercised the other provisions of Clause 12




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##### 



PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels  shall apply and shall be paramount)In order to avoid disputes regarding liability for personal injury or death of
employees or for loss of or damage to property, the Owners and the
Charterers have entered into, or by this Charter Party agree to enter into, an
Agreement for Mutual Indemnity and Waiver of Recourse (in a form
substantially similar to that specified in ANNEX C) between the Owners, the
Charterers and the various contractors and sub-contractors of the Charterers.(g)
    
    Hazardous and Noxious Substances.  Notwithstanding any other
provision of this Charter Party to the contrary, the Charterers shall always be
responsible for any losses, damages or liabilities suffered by the Owners,
their employees, contractors or sub-contractors, by the Charterers, or by
third parties, with respect to the Vessel or other property, personal injury or
death, pollution or otherwise, which losses, damages or liabilities are caused,
directly or indirectly, as a result of the Vessels carriage of any hazardous and
noxious substances in whatever form as ordered by the Charterers, and the
Charterers shall defend, indemnify the Owners and hold the Owners harmless
for any expense, loss or liability whatsoever or howsoever arising with
respect to the carriage of hazardous or noxious substances.13.
    
    Pollution(a)
    
    Except as otherwise provided for in Clause 15(c)(iii), the Owners shall be
liable for, and agree to indemnify, defend and hold harmless the Charterers
against, all claims, costs, expenses, actions, proceedings, suits, demands
and liabilities whatsoever arising out of actual or potential pollution damage
in connection with the performance of this Charter Party
and the cost of cleanup or control thereof arising from acts or omissions of
the Owners or their personnel which cause or allow discharge, spills or leaks
from the Vessel, except as may emanate from cargo and/or Charterers equipmentthereon or therein.(b)
    
    The Charterers shall be liable for and agree to indemnify, defend and hold
harmless the Owners from all claims, costs, expenses, actions, proceedings,
suits, demands, liabilities, loss or damage whatsoever arising out of or
resulting from any other actual or potential pollution damagein connection with
the performance of this Charter Party, even where
caused wholly or partially by the act, neglect or default of the Owners, their
employees, contractors or sub-contractors or by the unseaworthiness of the
Vessel.14.
    
    Insurance(a)
    
    (i) The Owners shall procure and maintain in effect for the duration of this
Charter Party, with reputable insurers, the insurances set forth in ANNEX B.
Policy limits shall not be less than those indicated. Reasonable deductibles
are acceptable and shall be for the account of the Owners. (ii) The Charterers shall upon request be named as co-insured. The Owners
shall upon request cause insurers to waive subrogation rights against the
Charterers (as encompassed in Clause 12(e)(i)). Co-insurance and/or
waivers of subrogation shall be given only insofar as these relate to liabilities
which are properly the responsibility of the Owners under the terms of this
Charter Party.  (b)
    
    The Owners shall upon request furnish the Charterers with certificates of
insurance which provide sufficient information to verify that the Owners have
complied with the insurance requirements of this Charter Party.(c)
    
    If the Owners fail to comply with the aforesaid insurance requirements, the
Charterers may, without prejudice to any other rights or remedies under this
Charter Party, purchase similar coverage and deduct the cost thereof from
any payment due to the Owners under this Charter Party (see also cls. 37).15.
    
    Saving of Life and Salvage(a)
    
    The Vessel shall be permitted to deviate for the purpose of saving life at
sea without prior approval of or notice to the Charterers and without loss of
Hire provided however that notice of such deviation is given as soon as
possible.(b)
    
    Subject to the Charterers consent, which shall not be unreasonably
withheld, the Vessel shall be at liberty to undertake attempts at salvage, it
being understood that the Vessel shall be off hire from the time she leaves
port or commences to deviate and she shall remain off-hire until she is again
in every way ready to resume the Charterers service at a position which is not
less favourable to the Charterers than the position at the time of leaving port
or deviating for the salvage services.All salvage monies earned by the Vessel shall be divided equally between the
Owners and the Charterers, after deducting the Masters, Officers and Crews
share, legal expenses, value of fuel and lubricants consumed, Hire of the
Vessel lost by the Owners during the salvage, repairs to damage sustained, if
any, and any other extraordinary loss or expense sustained as a result of the
salvage.The Charterers shall be bound by all measures taken by the Owners in order
to secure payment of salvage and to fix its amount.(c)
    
    The Owners shall waive their right to claim any award for salvage
performed on property owned by or contracted to the Charterers, always
provided such property was the object of the operation the Vessel was
chartered for, and the Vessel shall remain on hire when rendering salvage
services to such property. This waiver is without prejudice to any right the
Vessels Master, Officers and Crew may have under any title.If the Owners render assistance to such property in distress on the basis of
no claim for salvage, then, notwithstanding any other provisions contained
in this Charter Party and even in the event of neglect or default of the Owners,
Master, Officers or Crew. (i) The Charterers shall be responsible for and shall indemnify the Owners
against payments made, under any legal rights, to the Master, Officers
and Crew in relation to such assistance. (ii) The Charterers shall be responsible for and shall reimburse the Owners
for any loss or damage sustained by the Vessel or her equipment by
reason of giving such assistance and shall also pay the Owners
additional expenses thereby incurred. (iii) The Charterers shall be responsible for any actual or potential spill,
seepage and/or emission of any pollutant howsoever caused occurring
within the offshore site and any pollution resulting therefrom,
wheresoever it may occur and including but not limited to the cost of
such measures as are reasonably necessary to prevent or mitigate
pollution damage, and the Charterers shall indemnify the Owners
against any liability, cost or expense arising by reason of such actual or
potential spill, seepage and/or emission. (iv) The Vessel shall not be off-hire as a consequence of giving such
assistance, or effecting repairs under sub-paragraph (ii) of this sub-
clause, and time taken for such repairs shall not count against time
granted under Clause 11(c). (v) The Charterers shall indemnify the Owners against any liability, cost
and/or expense whatsoever in respect of any loss of life, injury, damage
or other loss to person or property howsoever arising from such
assistance.  16.
    
    LienThe Owners shall have a lien upon all cargoes and equipment belonging to
Charterersfor all claims against the
Charterers under this Charter Party and the Charterers shall have a lien on the
Vessel for all monies paid in advance and not earned. The Charterers will not
suffer, nor permit to be continued, any lien or encumbrance incurred by them
or their agents, which might have priority over the title and interest of the
Owners in the Vessel. Except as provided in Clause 12, the Charterers shall
indemnify and hold the Owners harmless against any lien of whatsoever
nature arising upon the Vessel during the Charter Period while she is under
the control of the Charterers, and against any claims against the Owners
arising out of the operation of the Vessel by the Charterers or out of any
neglect of the Charterers in relation to the Vessel or the operation thereof.Should the Vessel be arrested by reason of claims or liens arising out of her
operation hereunder, unless brought about by the act or neglect of the
Owners, the Charterers shall at their own expense take all reasonable steps to
secure that within a reasonable time the Vessel is released and at their own
expense put up bail to secure release of the Vessel.17.
    
    Sublet and Assignment(a)
    
    Charterers.  The Charterers shall have the option of subletting, assigning
or loaning the Vessel to any person or company not competing with the
Owners, subject to the Owners prior approval which shall not be
unreasonably withheld, upon giving notice in writing to the Owners, but the
original Charterers shall always remain responsible to the Owners for due
performance of the Charter Party and contractors of the person or company
taking such subletting, assigning or loan shall be deemed contractors of the
Charterers for all the purposes of this Charter Party. The Owners make it a
condition of such consent that additional Hire shall be paid as agreed
between the Charterers and the Owners having regard to the nature and
period of any intended service of




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##### 



PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels  the Vessel.(b)
    
    If the Vessel is sublet, any additional hire in respect of Charterers subleting
shall be negotiated but in no event shall it be greater that any documented cost
increase to the Owners resulting from such subleting.assigned or loaned to undertake rig anchor
handling and/or towing operations connected with equipment, other than that
used by the Charterers, then a daily increment to the Hire in the amount as
stated in Box 29 or pro rata shall be paid for the period between departure for
such operations and return to her normal duties for the Charterers.(c)
    
    Owners.  The Owners may not assign or transfer any part of this Charter
Party without the written approval of the Charterers, which approval shall not
be unreasonably withheld.Approval by the Charterers of such subletting or assignment shall not relieve
the Owners of their responsibility for due performance of the part of the
services which is sublet or assigned.18.
    
    Substitute VesselThe Owners shall be entitled at any time, whether before delivery or at any
other time during the Charter Period, to provide a substitute vessel, subject to
the Charterers prior approval which shall not be unreasonably withheld.19.
    
    War(a)
    
    Unless the consent of the Owners be first obtained, the Vessel shall not be
ordered nor continue to any port or place or on any voyage nor be used on
any service which will bring the Vessel within a zone which is dangerous as a
result of any actual or threatened act of war, war, hostilities, warlike
operations, acts of piracy or of hostility or malicious damage against this or
any other vessel or its cargo by any person, body or state whatsoever,
revolution, civil war, civil commotion or the operation of international law, nor
be exposed in any way to any risks or penalties whatsoever consequent upon
the imposition of sanctions, nor carry any goods that may in any way expose
her to any risks of seizure, capture, penalties or any other interference of any
kind whatsoever by the belligerent or fighting powers or parties or by any
government or rulers.(b)
    
    Should the Vessel approach or be brought or ordered within such zone, or
be exposed in any way to the said risks, (i) the Owners shall be entitled from
time to time to insure their interest in the Vessel for such terms as they deem
fit up to its open market value and also in the Hire against any of the risks
likely to be involved thereby, and the Charterers shall make a refund on
demand of any additional premium thereby incurred, and (ii) notwithstanding
the terms of Clause 11 Hire shall be payable for all time lost including any loss
owing to loss of or injury to the Master, Officers, Crew or passengers or to
refusal by any of them to proceed to such zone or to be exposed to such risks.(c)
    
    In the event of additional insurance premiums being incurred or the wages
of the Master and/or Officers and/or Crew and/or the cost of provisions and/
or stores for deck and/or engine room being increased by reason of or during
the existence of any of the matters mentioned in sub-clause (a) the amount of
any additional premium and/or increase shall be added to the Hire, and paid
by the Charterers on production of the Owners account therefore, such
account being rendered monthly.(d)
    
    The Vessel shall have liberty to comply with any orders or directions as to
departure, arrival, routes, ports of call, stoppages, destination, delivery or in
any other way whatsoever given by the government of the nation under whose
flag the Vessel sails or any other government or any person (or body) acting
or purporting to act with the authority of such government or by any
committee or person having under the terms of the war risks insurance on the
Vessel the right to give any such orders or directions.(e)
    
    In the event of the outbreak of war (whether there be a declaration of war or
not) between any of the countries stated in Box 30 or in the event of the nation
under whose flag the Vessel sails becoming involved in war (whether there be
a declaration of war or not) either the Owners or the Charterers may terminate
this Charter Party, whereupon the Charterers shall redeliver the Vessel to the
Owners in accordance with PART I if it has cargo or equipmenton board after discharge
thereof at destination or, if debarred under this Clause from reaching or
entering it, at a near open and safe port or place as directed by the Owners, or
if the Vessel has no cargo or equipment on board, at the port or place at which it then is or if
at sea at a near, open and safe port or place as directed by the Owners. In all
cases Hire shall continue to be paid and, except as aforesaid, all other
provisions of this Charter Party shall apply until redelivery.(f)
    
    If in compliance with the provisions of this Clause anything is done or is not
done, such shall not be deemed a deviation.The Charterers shall procure that all Bills of Lading (if any) issued under this
Charter Party shall contain the stipulations contained in sub-clauses (a), (d)
and (f) of this Clause.20.
    
    Excluded Ports(a)
    
    The Vessel shall not be ordered to nor bound to enter without the Owners
written permission (a) any place where fever or epidemics are prevalent or to
which the Master, Officers and Crew by law are not bound to follow the Vessel;
(b) any ice-bound place or any place where lights, lightships, marks and
buoys are or are likely to be withdrawn by reason of ice on the Vessels arrival
or where there is risk that ordinarily the Vessel will not be able on account of
ice to reach the place or to get out after having completed her operations. The
Vessel shall not be obliged to force ice nor to follow an icebreaker. If, on
account of ice, the Master considers it dangerous to remain at the loading or
discharging place for fear of the Vessel being frozen in and/or damaged he
has liberty to sail to a convenient open place and await the Charterers fresh
instructions.(b)
    
    Should the Vessel approach or be brought or ordered within such place,
or be exposed in any way to the said risks, the Owners shall be entitled from
time to time to insure their interests in the Vessel and/or Hire against any of
the risks likely to be involved thereby on such terms as they shall think fit, the
Charterers to make a refund to the Owners of the premium on demand.Notwithstanding the terms of Clause 11 Hire shall be paid for all time lost
including any lost owing to loss of or sickness or injury to the Master, Officers,
Crew or passengers or to the action of the Crew in refusing to proceed to such
place or to be exposed to such risks.21.
    
    General Average and New Jason ClauseGeneral Average shall be adjusted and settled in London unless otherwise
stated in Box 31, according to York/Antwerp Rules, 1974, as may be amended.
Hire shall not contribute to General Average. Should adjustment be made in
accordance with the law and practice of the United States of America, the
following provision shall apply:In the event of accident, danger, damage or disaster before or after the
commencement of the voyage, resulting from any cause whatsoever, whether
due to negligence or not, for which, or for the consequence of which, the
Owners are not responsible, by statute, contract or otherwise, the cargo,
shippers, consignees or owners of the cargo shall contribute with the Owners
in General Average to the payment of any sacrifices, loss or expenses of a
General Average nature that may be made or incurred and shall pay salvage
and special charges incurred in respect of the cargo.If a salving vessel is owned or operated by the Owners, salvage shall be paid
for as fully as if the said salving vessel or vessels belonged to strangers. Such
deposit as the Owners, or their agents, may deem sufficient to cover the
estimated contribution of the cargo and any salvage and special charges
thereon shall, if required, be made by the cargo, shippers, consignees
or owners of the cargo to the Owners before delivery.22.
    
    Both-to-Blame Collision ClauseIf the Vessel comes into collision with another ship as a result of the
negligence of the other ship and any act, neglect or default of the Master,
mariner, pilot or the servants of the Owners in the navigation or the
management of the Vessel, the Charterers will indemnify the Owners against
all loss or liability to the other or non-carrying ship or her owners insofar as
such loss or liability represent loss of or damage to, or any claim whatsoever
of the owners of any goods carried under this Charter Party paid or payable by
the other or non-carrying ship or her owners to the owners of the said goods
and set-off, recouped or recovered by the other or non-carrying ship or her
owners as part of their claim against the Vessel or the Owners. The foregoing
provisions shall also apply where the owners, operators or those in charge of
any ship or ships or objects other than or in addition to the colliding ships or
objects are at fault in respect of a collision or contact.23.
    
    Structural Alterations and Additional EquipmentThe Charterers shall have the option of, at their expense, making structural
alterations to the Vessel or installing additional equipment with the written




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PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels  consent of the Owners which shall not be unreasonably withheld but unless
otherwise agreed the Vessel is to be redelivered reinstated, at the Charterers
expense to her original condition. The Vessel is to remain on hire during any
period of these alterations or reinstatement. The Charterers, unless otherwise
agreed, shall be responsible for repair and maintenance of any such
alteration or additional equipment (see also Clause 51).24.
    
    Health and SafetyThe Owners shall comply with and adhere to all applicable international,
national and local regulations pertaining to health and safety, and such
Charterers instructions as may be appended hereto.25.
    
    TaxesEach party shall pay taxes due on its own profit, income and personnel. The
Charterers shall pay all other taxes and dues arising out of the operation or
use of the Vessel during the Charter Period.In the event of change in the Area of Operation or change in local regulation
and/or interpretation thereof, resulting in an unavoidable and documented
change of the Owners tax liability after the date of entering into the Charter
Party or the date of commencement of employment, whichever is the earlier,
Hire shall be adjusted accordingly.26.
    
    Early Termination(a)
    
    For Charterers Convenience.  The Charterers may terminate this Charter
Party at any time by giving the Owners written notice as stated in Box 15 and
by paying the settlement stated in Box 14 and the demobilisation charge
stated in Box 16, as well as Hire or other payments due under the Charter
Party.(b)
    
    For Cause.  If either party becomes informed of the occurrence of any
event described in this Clause, that party shall so notify the other party,
such notice to be givenpromptly in writing and in any case within
3 6days after such information is
received, in writing in the form set out below. Such notice shall be given
in every case, irrespective of whether the party giving notice wishes or intends to terminate the
Charter Party and irrespective of whether the party giving notice knows or has reason to believe that
some or all of the information already is or ought to be known to the party receiving the notice.
If the occurrence has not ceased within 36 days after such
notification has been given, this Charter Party may be terminated by either
party, save as expressly set out below,without prejudice to any other rights which either party may have, under
any of the following circumstances. (i) Requisition.  If the government of the state of registry and/or the flag of
the Vessel, or any agency thereof, requisitions for hire or title or
otherwise takes possession of the Vessel during the Charter Period. (ii) Confiscation.  If any government, individual or group, whether or not
purporting to act as a government or on behalf of any government,
confiscates, requisitions, expropriates, seizes or otherwise takes
possession of the Vessel during the Charter Period. (iii) Bankruptcy.  In the event of an order being made or resolution passed
for the winding up, dissolution, liquidation or bankruptcy of either party
(the insolvent party)(otherwise than for the purpose of reconstruction or amalgamation) or if
a receiver is appointed or if it suspends payment or ceases to carry on
business.Provided that this Charter Party may not be terminated by the insolvent party by
virtue of this provision. (iv) Loss of Vessel.  If the Vessel is lost, actually or constructively, or
missing, unless the Owners provide a substitute vessel pursuant to
Clause 18. In the case of termination, Hire shall cease from the date the
Vessel was lost or, in the event of a constructive total loss, from the date
of the event giving rise to such loss. If the date of loss cannot be
ascertained or the Vessel is missing, payment of Hire shall cease from
the date the Vessel was last reported. (v) Breakdown.  If, at any time during the term of this Charter Party, a
breakdown of the Owners equipment or Vessel results in the Owners
being unable to perform their obligations hereunder for a period
exceeding that stated in Box 32, unless the Owners provide a substitute
vessel pursuant to Clause 18.For the purposes of this provision Owners shall not be deemed
to be unable to perform their obligations hereunder as a result of a breakdown while the Vessel is
undergoing maintenance and repair including drydocking during periods of accumulated maintenance allowance
under clause 11(c). (vi) Force Majeure.  If a force majeure condition as defined in Clause 27
prevails for a period exceeding 15 consecutive days.Any Force Majeure situation would not include
Charterers equipment. (vii) Default.  If either party is in repudiatory breach of its obligations
hereunder.Provided that this Charter Party may not be terminated by the party in repudiatory breach by
virtue of this provision.  The form of notice referred to above shall notify that the party giving notice in accordance
with clause 26 (b) of the Charter Party has become informed of
the occurrence of any event described in this
Clause stating all known particulars, the title of the event and the subclause under which it arises.Termination as a result of any of the above mentioned causes shall not relieve
the Charterers of any obligation for Hire and any other payments due.27.
    
    Force MajeureNeither the Owners nor the Charterers shall be liable for any loss, damages or
delay or failure in performance hereunder resulting from any force majeure
event, including but not limited to acts of God, fire, action of the elements,
epidemics, war (declared or undeclared), warlike actions, insurrection,
revolution or civil strife, piracy, civil war or hostile action, strikes or
differences with workmen (except for disputes relating solely to the Owners
or the Charterers, employees), acts of the public enemy, federal or state laws,
rules and regulations of any governmental authorities having or asserting
jurisdiction in the premises or of any other group, organisation or informal
association (whether or not formally recognised as a government), and any
other cause beyond the reasonable control of either party which makes
continuance of operations impossible.28.
    
    Notices and InvoicesNotices and invoices required to be given under this Charter Party shall be
given in writing to the addresses stated in Clause 48Boxes 21, 35 and 36 as
appropriate.29.
    
    Wreck RemovalIf the Vessel sinks and becomes a wreck and an obstruction to navigation and
has to be removed upon request by any compulsory law or authority having
jurisdiction over the area where the wreck is placed, the Owners shall be
liable for any and all expenses in connection with the raising, removal,
destruction, lighting or marking of the wreck.30.
    
    ConfidentialityAll information or data obtained by the Owners in the performance of this
Charter Party is the property of the Charterers, is confidential and shall not be
disclosed without the prior written consent of the Charterers. The Owners
shall use their best efforts to ensure that the Owners, any of their
sub-contractors, and employees and agents thereof shall not disclose any
such information or data.31.
    
    Law and Arbitration(a)*
    
    This Charter Party shall be governed by English law and any dispute
arising out of this Charter Party shall be referred to arbitration in London, one
arbitrator being appointed by each party, in accordance with the Arbitration
Acts 1950 and 1979 or any statutory modification or re-enactment thereof for
the time being in force. On the receipt by one party of the nomination in
writing of the other partys arbitrator, that party shall appoint their arbitrator
within 14 days, failing which the arbitrator already appointed shall act as sole
arbitrator. If two arbitrators properly appointed shall not agree they shall
appoint an umpire whose decision shall be final.(b)*
    
    Should any dispute arise out of this Charter Party, the matter in dispute
shall be referred to three persons at New York, one to be appointed by each of
the parties hereto, and the third by the two so chosen; their decision or that of
any two of them shall be final, and for purpose of enforcing any award, this
agreement may be made a rule of the Court. The arbitrators shall be members
of the Society of Maritime Arbitrators, Inc. of New York and the proceedings
shall be conducted in accordance with the rules of the Society.(c)*
    
    Any dispute arising out of this Charter Party shall be referred to arbitration
at the place stated in Box 33 subject to the law and




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PART II
SUPPLYTIME 89 Uniform Time Charter Party for Offshore Service Vessels  procedures applicable there.(d)
    
    If Box 33 in PART I is not filled in, sub-clause (a) of this Clause shall apply.*
    
    (a), (b) and (c) are alternatives; state alternative agreed in Box 33.32.
    
    Entire AgreementThis is the entire agreement of the parties, which supersedes all previous
written or oral understandings and which may not be modified except by a
written amendment signed by both parties.33.
    
    Severability ClauseIf any portion of this Charter Party is held to be invalid or unenforceable for
any reason by a court or governmental authority of competent jurisdiction,
then such portion will be deemed to be stricken and the remainder of this
Charter Party shall continue in full force and effect.34.
    
    DemiseNothing herein contained shall be construed as creating a demise of
the Vessel to the Charterers.35.
    
    DefinitionsWell is defined for the purposes of this Charter Party as the time required to
drill, test, complete and/or abandon a single borehole including any
side-track thereof.Offshore unit is defined for the purposes of this Charter Party as any vessel
offshore installation, structure and/or mobile unit used in offshore
exploration, construction, pipelaying or repair, exploitation or production.Offshore site is defined for the purposes of this Charter Party as the area
within three nautical miles of an offshore unit from or to which the Owners
are requested to take their Vessel by the Charterers.Employees is defined for the purposes of this Charter Party as employees,
directors, officers, servants, agents or invitees.36.
    
    HeadingsThe headings of this Charter Party are for identification only and shall not be
deemed to be part hereof or be taken into consideration in the interpretation
or construction of this Charter Party.




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##### 



Additional clauses to Bimco Supplytime 89 Charter Party reference CABLE SHIPPING INC. / TORCH OFFSHORE INC. dated Cardington England, 28 January 2004.  37.
    
    InsuranceOwners shall provide to Charterers copies of Vessels present insurances and shall maintain these during the full
period of the Charter Party. These include Hull & Machinery insurance, P&I and SPS covers. The Charterers, shall
also provide to the Owners copies of insurances relating to their equipment and personnel.Any insurance/P&I Club cover excess as may be required by the Charterers and / or Client over and above the Owners
normal cover will be for the Charterers account and in any event subject to Owners Insurance company approval of Charterers demand.
Extra war risks premium /expenses as well as extra wages for crew etc, if applicable, to be for Charterers account. Also any additional
cost caused to the Owners due to the P&I insurance extra cover to be obtained through a Mexican Insurance broker and which
Owners are unable to recover from their current P&I insurers, shall be for Charterers account.38.
    
    Clarification to Clause 11(c)  Suspension of Hire(c)
    
    Maintenance & Drydocking: Owners agree that the Vessel will only be drydocked as per Class requirements during the period of this charter unless damage to the Vessels hull
or machinery has occurred which prevents the Vessel from performing without repairs. Owners shall however be entitled to carry out general maintenance work
to the Vessel and the Vessels equipment provided such maintenance, preventive or corrective work does not interfere with Charterers operations at the time.Charterers representative onboard must immediately notify the Master, of his intention to put the Vessel off-hire giving grounded arguments for doing so, and agree with Master on a daily basis any off-hire
periods, which shall be signed by Charterers representative onboard on behalf of the Charterers and by the Captain onboard on behalf of he Owners. These reports shall form the basis of invoicing procedures.39.
    
    ISM CodeThe Owners undertakes that both the Vessel and the company owning and/or operating the Vessel, as defined in the ISM code, shall comply with the requirement of this code. The Owners shall provide a copy of the relevant
Document Of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.40.
    
    TechniciansCharterers shall have the right to utilise the technicians space on board the Vessel and shall keep the Owners regularly
advised of the number of technicians expected to be on board at any one time. The total number on board shall never exceed the number specified in the Vessels safety
equipment certificate. The number of technicians that can be carried on board the Vessel shall be mutually agreed after consideration of the number
of any additional crew that may be required by the Vessel.41.
    
    Crew ChangesThe Owners shall be responsible for arranging timely relief of the Owners personnel on board the Vessel which shall be achieved by Charterers fulfilling their obligations as set out below.The Charterers shall provide the Owners with a specific and regular programme of the Vessels movements for a minimum of 14 days in advance which also shall include the number of Charterers technicians.When a crew change needs to be effected in or through a country that has visa regulations, Charterers shall give the Owners sufficient notice thereof for the Owners to complete and obtain visas for the crew joining or leaving the Vessel.When or where the crew changes need to be effected offshore by helicopter or supply vessel, Owners shall be responsible for the timely arrival and cost of any of their joining crew up to the appropriate heliport or ship berth. Charterers shall be responsible
for the cost and arrangement of the transport to the Vessels offshore location for all of the joining crew and until their arrival on board the Vessel. The transportation cost and arrangement for any crew leaving the Vessel from
the offshore location shall be for the account of the Charterers until the crews arrival onshore at an appropriate heliport or ship berth, from which point the Owners shall become responsible for all repatriation arrangements and associated costs for Owners personnel only.Charterers shall make their own arrangements and be responsible for the cots incurred for personnel changes of those persons appointed and or supplied by the Charterers or their clients. Such arrangements shall be co-ordinated with the Owners and/or the Master of the Vessel.42.
    
    Charter HireThis shall be payable per day or pro rata for a part of a day pursuant to Clause 10 and boxes 19 and/or 20 as appropriate, and excluding all catering and accommodation services,
fuel, lubes, polable water, provisions, garbage disposal and slop removal, dues, fees, taxes, cranage and pilot fees, which shall be for Charterers account.43.
    
    Minimum Crewing of the VesselWhen the Vessel is operational, the following crew shall be provided and paid for by the Owners.  1)
    
    Master (DP licenced)2)
    
    Night Master (DP licenced)3)
    
    DPO4)
    
    DPO




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##### 



5)
    
    Chief Engineer6)
    
    2nd Engineer7)
    
    3rd Engineer8)
    
    3rd Engineer9)
    
    Electrician10)
    
    Motorman11)
    
    Bosun12)
    
    AB13)
    
    AB14)
    
    Cook15)
    
    Cook16)
    
    Steward17)
    
    Steward18)
    
    Steward19)
    
    Steward  Owners officers to be proficient in English language.Owners will employ, when available, European officers and European/Filipino
ratings.44.
    
    Vessels Name and Charterers Markings and LogosThe Charterers have the right to display prominently on both sides of the Vessel
their own logo and markings during the period of the charter. All costs in this
connection shall be for Charterers account.45.
    
    CommunicationCharterers or their clients use of the Vessels
communications system shall be
recharged by the Owners to the Charterers at cost plus 10% handling.46.
    
    TaxesAny/all local taxes and or dues/levies calculated on ship/hire shall be for
Charterers account.47.
    
    Owners Right to SellThe Owners shall have the right at any time to sell the Vessel during the period
of the charter and the new Owners shall be required to perform this Charter
Party. However, Charterers shall have the right to terminate Charter Party
without penalty, should new Owners be competitors and/or represent a conflict
with the activities of Charterers.48.
    
    Contacts and Notices (a)
    
    The Owners Commercial Manager is:GO-DP LtdTamal 3, 36 Birbirkarn HillST. JULIANSSTJ 15  MALTAcontact name: Mr. Simon Florini Lowellphone: +356 21 383882fax: +356 21 383795e-mail: godp@maltanet.netThe Owners Technical Manager is:Argo srlVin Monteruscello, 75 -80078 Pozzuoli (Naples)  ITALYcontact name: Cap. Vincenzo Fevola (General Manager)phone: +39 081 5230901fax: +39 081 5230913e-mail: info@argosri.commob. phone: +39 3484092172(b)
    
    The Charterers VP Operations is:Torch Offshore Inc.401 Whitney Avenue, Suite 400Gretna, Louisiana 70056, USAcontact name: W. Bergeronphone: +1 504 367 7030fax: +1 504 367 7075e-mail: w.bergeron@torchine.com
  49.
    
    ClassificationOwners undertake to keep the Vessel in class throughout the charter period.
However, the classification of Charterers equipment, such as diving system, etc.
shall be Charterers responsibility and for their account. 2




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##### 



50.
    
    Victualling and AccommodationWith reference to box 26, box 27 and clause 5(c)(i),
Charterers shall provide and pay for all victuals and cooking/janitoring
consumables at no cost to the Owners. The crew list includes 2 cooks
and 4 stewards which Charterers consider sufficient for up to 80 people
on board. If the number of persons on board increases to between 80 and 100 then Charterers shall provide one additional steward.
If the number of persons on board is over 100, then Charterers shall provide another additional steward.51.
    
    Rig-Up PeriodOwners shall grant Charterers a Rig-Up period of maximum 21 continuous days from delivery at half the operational day rate
(i.e. US$ 7,250.00 per day) for the installation of Charterers equipment. During this period only one interruption for a maximum of 15 continuous
days will be allowed to consent Charterers to take opportunities to earn revenues if some potential short term work occurs; the hire rate
applicable during such an operational period will be US$ 14,500.00 per day. During the Rig-Up period, Owners will have the option to reduce crew; Charterers will give one week notice
to mobilize full crew, when ready to move into operational mode.52.
    
    Purchase OptionThis agreement includes purchase options for which declarations may be made during the charter period by the dates specified below.The option prices are: On 2 September 2005 (option to
be declared by 2 May 2005):
    
    US$ 14,750,000.00On 2 March 2006 (option to be
declared by 2 November 2005):
    
    US$ 13,450,000.00On 2 September 2007 or
thereafter during the Charter Party (option to be declared by 2 May 2006):
    
    US$ 10,950,000.00
  The terms of a purchase shall be governed by the Saleform 1993 as attached.53.
    
    New Additional ClauseWith reference to Clause 31 of Charter Party, in the event that legal proceedings or arbitration be instituted during the
period of charter, neither Charterers shall be entitled to arrest the Vessel nor the Owners shall be entitled to arrest any of Charterers
properties until the arbitration is awarded.End of Part II The Owners
    
    The Charterers(SIGNATURE)
    
    (SIGNATURE)




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##### 



(CABLE SHIPPING LOGO) ANNEX A to Uniform Time Charter Party for Offshore Service Vessels
Code Name: Supplytime 89 -mv MIDNIGHT HUNTER/TORCH  dated Cardington 28
January 2004 Mv MIDNIGHT HUNTER (Ex G. MURRAY)(Class 2 DP) Flag/Classification:Flag
    
    St. Vincent & the GrenadinesPort of Registry
    
    KingstownOfficial Number
    
    8714IMO Number
    
    7628760Call Sign
    
    J8B2242Classification
    
    RINA C (Maltese Cross) Supply
Vessel; Special Service (Research Ship)
Dynapos AM/AT R, ELI  Unrestricted NavigationMain particulars:Built
    
    1978 Far East Livingstone Shipyard  SingaporeReconstructed
    
    2002 (Poland)Commissioned
    
    2002 (Poland)LOA
    
    104,00 m (incl. anchor racks)LBP
    
    92,20 mBreadth
    
    18,80 m (moulded)  20,90 m (extreme incl. anchor racks)Depth
    
    6,70 mDraft Summer
    
    5,20 mCapacities:Displacement
    
    8150 tDeadweight
    
    4500 tGT/NT
    
    4070/1221Clear deck space
    
    about 1000 sqmDeck strength
    
    10 ts/sqm (as per RINA Statement No. 79019/03/XL/5/fsu)Diesel Oil
    
    abt 1000 tFresh Water
    
    abt 1000 tBallast Water
    
    abt 1000 rMachinery:Engines
    
    2 x 1500 Hp Wichmann 5AX, 375 RPMPropellers
    
    2 x CPPAft Thrusters
    
    2 x 2000 Hp Brunvoll azimuth thrusters1 x 800 Hp Brunvoll tunnel thrusterBow Thrusters
    
    2 x 800 Hp Brunvoll tunnel thrusters + 1 x 1000 Hp Brunvoll tunnel thrusterGenerators
    
    5 x 1135 kW Caterpillar CAT3516 1800 rpm 60 Hz3 x 340 kW Detroit Diesel S71 1800 rpm 60 HzEmergency Generator
    
    1 x 260 kW Detroit Diesel S57 1800 rpm 60 Hz
 Page 1 of 2




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##### 



Deck machinery:Cranes
    
    1 x 40t @ 6m (22t @
10m - 4,5t @ 24m) single pull telescopic crane
1 x Liebherr B10/2426, 10t @ 2,5 - 22m)Mooring Equipment
    
    2 x double drum Brattvaag
hydraulic low pressure winches
60t linepull @ 12,7 m/min; Length
of wires 1000m x 51mm diam, each
4 x 6t anchorsSpeed/Fuel
consumption:
    
    Full speed
    abt 11,5 Kn, abt 23t gasoil x dayEconomic speed
    abt 9 Kn, abt 10t gasoil x dayDP
    abt 7-14 t gasoil x dayStand-by
    abt  2 t gasoil x dayDynamic
Positioning
System:
    
    Simrad SDP 21 (full redundancy)
positioning systemReference System:
    
    Simrad HiPAP and Taut WireInterface:
    
    Dual DGPSAccommodation:
    
    Total berths: 128 (12
single + 24
double cabins + 17 four bed cabins)
incl. crew
All cabins fitted with own
facilities and air conditioningOthers:
    
    Helicopter deck
Moon pool
Conference room
Offices
On-off Line
Gymnasium
Hospital
Recreation rooms
Mess rooms
Helideck reception
    20,1m diameter
7,6 x 6,1m
10 sqm
50 sqm
56 sqm
35 sqm
16 sqm
65 sqm
105 sqm
16 sqmThe vessel fully complies
with the latest SOLAS
requirements (2001)
 Page 2 of 2




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##### 



(RINA USA LOGO)
    
    RINA USA, Inc.Fort Lauderdale Area Office
 STATEMENT No. 79019/03/XL/S/fsu To whom it may concern For the motor ship named: MIDNIGHT HUNTER Flag
    
    : St. VINCENT and the GRENADINESGross tonnage
    
    : 3993 GT (approx)Keel laid
    
    : 2001Port
of registry
    
    : KINGSTOWN, 8714Call Sign
    
    : J8B2242RINA number
    
    : 79019IMO number
    
    : 7628760
 This is to certify that the primary supporting members (beams and girders) of
the main deck, aft of frame No. 33, are deemed capable to sustain a linearly
distributed cargo load corresponding to an uniform cargo deck load of 10 t/m2. Issued at Fort Lauderdale
    
    
    
    on February 8, 2003(STAMP)
    
    (RINA LOGO &;amp -s- F. Sulfer signature)
 RINA carries out its duties through officers or other persons it considers
possess all the requirements of suitability and competence for the tasks which
have in any case whatsoever, (even if its opinions are requested on matters not
expressly covered by Rules) assume the liabilities pertaining to the designers,
been assigned to them. In its capacity as expert RINA only expresses opinions
and evaluations of compliance with its own rule requirements and does not,
shipowners, builders, test inspectors, shipyards or any person or organization
responsible by law or contractually for providing guarantees for all of whom the
respective liabilities remain unchanged even in the case of consultative actions
by RINA. For what concerns the tasks taken on and carried out directly, other
than those delegated, dealt with in the following sentence, RINA is answerable
in law terms. Within the context of the tasks under the responsibility of RINA
as delegate of the Italian Merchant Marine Ministry, liability can only be
recognized in the case of fraud or gross negligence by the officers or the
persons encharged. In no case shall the liability, regardless of the amount of
damage reported, exceed a value equal to 5 times the total of the fees received
by RINA as consideration of the services rendered from which the damage reported
derives. RINA USA, Inc.
    
    RINA S.p.A.13450 W. Sunrise Blvd., Suite 350
    
    Gruppo REGISTRO ITALIANO NAVALESunrise, FL 33323  USA
    
    Head Office: Via Corsica, 12 16128 Genova  ItalyTel : (954) 638-0408
    
    Tel : +39 010 53851Fax : (954) 638-0409
    
    Fax : +39 010 5351000E-mail: Fortlauderdale.Office@rina.org
    
    Web : www.rina.org




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##### 



ANNEX B to Uniform Time Charter Party for Offshore Service Vessels
Code Name: SUPPLYTIME 89  MV MIDNIGHT HUNTER /
TORCH  dated January 28 2004
(SEAL) 
 INSURANCE  Insurance policies (as applicable) to be procured and
maintained by the Owners under Clause 14:(1)
    
    Marine Hull Insurance.  Hull and Machinery Insurance shall
be provided with limits equal to those normally carried by
the Owners for the Vessel.(2)
    
    Protection and Indemnity (Marine Liability) Insurance. 
Protection and Indemnity or Marine Liability insurance shall
be provided for the Vessel with a limit equal to the value
under paragraph 1 above or U.S. $5 million, whichever is
greater, and shall include but not be limited to coverage for
crew liability, third party bodily injury and property damage
liability, including collision liability, towers liability (unless
carried elsewhere).(3)
    
    General Third Party Liability Insurance.  Coverage shall be
for: Bodily Injury
    
    per personProperty Damage
    
    per occurrence.
  (4)
    
    Workmens Compensation and Employers Liability
Insurance for Employees.  Covering non-employees for
statutory benefits as set out and required by local law in
area of operation or area in which the Owners may become
legally obliged to pay benefits.(5)
    
    Comprehensive General Automobile Liability Insurance. 
Covering all owned, hired and non-owned vehicles,
coverage shall be for: Bodily Injury
    
    According to the local law.Property Damage
    
    In an amount equivalent to single limit per occurrence.
  (6)
    
    Such other insurances as may be agreed.




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##### 



ANNEX C to Uniform Time Charter Party for Offshore Service Vessels
Code Name: SUPPLYTIME 89 MV MIDNIGHT HUNTER/TORCH  dated 28 January 2004
(SEAL) 
 AGREEMENT FOR MUTUAL INDEMNITY AND WAIVER OF RECOURSE (Optional, only applicable if stated in Box 28 in PART I)  This Agreement is made between the Owners and the
Charterers and is premised on the following:(a)
    
    The Charterers and the Owners have entered into a contract or agreement
dated as above regarding the performance of work or service in connection
with the Charterers operations offshore (Operations);(b)
    
    The Charterers and the Owners have entered into, or shall enter into,
contracts or agreements with other contractors for the performance of work
or service in connection with the Operations;(c)
    
    Certain of such other contractors have signed, or may sign, counterparts of
this Agreement or substantially similar agreements relating to the
operations (Signatory or collectively Signatories); and(d)
    
    The Signatories wish to modify their relationship at common law and avoid
entirely disputes as to their liabilities for damage or injuries to their
respective property or employees;In consideration of the premises and of execution of reciprocal covenants by the
other Signatories, the Owners agree that:1.
    
    The Owners shall hold harmless, defend, indemnify and waive all rights of
recourse against the other Signatories
and their respective subsidiary and affiliate companies, employees, directors,
officers, servants, agents, invitees, vessel(s), and insurers, from and
against any and all claims, demands, liabilities or causes of action of
every kind and character, in favour of any person or party, for injury to,
illness or death of any employee of or for damage to or loss of property
owned by the Owners (or in possession of the Owners by virtue of an
arrangement made with an entity which is not a Signatory) which injury,
illness, death, damage or loss arises out of the Operations, and regardless
of the cause of such injury, illness, death, damage or loss even though
caused in whole or in part by a pre-existing defect, the negligence, strict
liability or other legal fault of other Signatories.2.
    
    The Owners (including the Vessel) shall have no liability whatsoever for
injury, illness or death of any employee of another Signatory under the
Owners direction by virtue of an arrangement made with such other
Signatory, or for damage to or loss of property of another Signatory in the
Owners possession by virtue of an arrangement made with such other
Signatory. In no event shall the Owners (including the Vessel) be liable to
another Signatory for any consequential damages whatsoever arising out of or
in connection with the performance or non-performance of this Agreement,
including, but not limited to, loss of use, loss of profits, shut-in or loss
of production and cost of insurance.3.
    
    The Owners undertake to obtain from their insurers a waiver of rights of
subrogation against all other Signatories in accordance with the provisions
of this Agreement governing the mutual liability of the Signatories with
regard to the Operations.4.
    
    The Owners shall attempt to have those of their subcontractors which are
involved in the Operations become Signatories and shall promptly furnish the
Charterers with an original counterpart of this Agreement or of a
substantially similar agreement executed by its subcontractors.5.
    
    Nothing contained in this Agreement shall be construed or held to deprive
the Owners or the Charterers or any other Signatory as against any person or
party, including as against each other, of any right to claim limitation of
liability provided by any applicable law, statute or convention, save that
nothing in this Agreement shall create any right to limit liability. Where
the Owners or the Charterers or any other Signatory may seek an indemnity
under the provisions of this Agreement as against each other in respect of a
claim brought by a third party, the Owners or the Charterers or any other
Signatory shall seek to limit their liability against such third party.6.
    
    The Charterers shall provide the Owners with a copy of every counterpart of
this Agreement or substantially similar agreement which is executed by
another Signatory pertaining to the Operations, and shall, in signing this,
and in every counterpart of this Agreement, be deemed to be acting as agent
or trustee for the benefit of all Signatories.7.
    
    This Agreement shall inure to the benefit of and become binding on the
Owners as to any other Signatories on the later of the date of execution by
the Owners and the date of execution of a counterpart of this Agreement or a
substantially similar agreement by such other Signatory pertaining to the
Operations.8.
    
    Any contractor, consultant, sub-contractor, etc., performing work or service
for the Charterers or another Signatory in connection with the Operations
which has not entered into a formal contract for the performance of such
work or service may nevertheless become a Signatory by signing a counterpart
of this Agreement or a substantially similar agreement which shall govern,
as to the subject of this Agreement, the relationship between such new
Signatory and the other Signatories and also by extension its relations with
the Charterers.9.
    
    This Agreement may be executed in any number of counterparts or
substantially similar agreements as necessary but all such counterparts
shall together constitute one legal instrument.