EX-10.46






EXHIBIT 10.46



SHIPBUILDING CONTRACT




Between




SEABULK OFFSHORE TUG SUPPLY, INC.




And




LABROY SHIPBUILDING AND ENGINEERING PTE LTD




For




HULL T 158




1




LIST OF CONTENTS




	 	 	 
	Article 1

	 	Definitions
	 
	 	 
	Article 2

	 	Subject of the Contract
	 
	 	 
	Article 3

	 	Time of Delivery
	 
	 	 
	Article 4

	 	Price
	 
	 	 
	Article 5

	 	Payment
	 
	 	 
	Article 6

	 	Supervision
	 
	 	 
	Article 7

	 	Sea Trials and Acceptance of Vessel
	 
	 	 
	Article 8

	 	Builder’s Right to Rescind the Contract
	 
	 	 
	Article 9

	 	Alterations to the Vessel
	 
	 	 
	Article 10

	 	Guarantee
	 
	 	 
	Article 11

	 	Delay in Delivery and Deficiencies
	 
	 	 
	Article 12

	 	Insurance and Property
	 
	 	 
	Article 13

	 	Law Applicable and Jurisdiction
	 
	 	 
	Article 14

	 	Miscellaneous
	 
	 	 
	Article 15

	 	Validity







2




SHIPBUILDING CONTRACT




for




CONSTRUCTION OF ONE (1) 63 M ANCHOR

HANDLING TUG SUPPLY VESSEL

HULL NO. T 158




This CONTRACT, is entered into this 5th Day of May 2005 by and between



LABROY SHIPBUILDING AND ENGINEERING PTE LTD, a corporation



organized and existing under the laws of Singapore having its office at No. 1, Maritime



Square #11-23, Harbour Front Centre, Singapore 099253 (hereinafter called



the “Builder”)



on one part; and



SEABULK OFFSHORE TUG SUPPLY, INC.



a corporation organized and existing under the laws of Marshall Islands. (hereinafter



called the “Owner”) on one part:



IT IS HEREBY AGREED AS FOLLOWS :



3




Article 1




Definitions



In this Contract, the following terms shall have the meaning set forth below:




	 	1.1	 	“Contract” or “this Contract” shall, unless the context otherwise requires, mean this
Contract together with any addenda to this Contract, which may be mutually agreed between the
Parties in writing.





1.2 “Parties” shall mean the Builder and the Owner.



1.3 “Builder” shall mean LABROY SHIPBUILDING AND ENGINEERING PTE LTD.




“Owner” shall mean SEABULK OFFSHORE TUG SUPPLY, INC.



1.4 “Classification Society” shall mean AMERICAN BUREAU OF SHIPPING (ABS).




	 	1.5	 	“Contract Price” shall mean Price in Article 4 subject to adjustment in accordance with
Article 7, 9 and 11 of this Contract.






	 	1.6	 	“Protocol of Delivery and Acceptance” shall mean the Protocol to be executed by the Builder
and the Owner on delivery of the Vessel as referred to in Article 3 and 7.






	 	1.7	 	“Owner’s Furnished Equipment” shall mean the items to be furnished by the Owner as referred
to in the Contract, and as per Exhibit “E”.





	 	 	 	 	 
	1.8	 	“Sea Trials” shall have the meaning set forth in Article 7 hereof.

	 
	 	 	 	 
	1.9

	 	“Builder’s Bank” shall mean :
	 	DBS Bank

6 Shenton Way

DBS Building, Tower One

Singapore 068809

A/c No: 001-053128-0








for payments due to the Builder, or any other first class bank based in Singapore nominated
by the Builder and approved by the Owner.




“Owner’s Bank” shall mean:




Fortis Capital Corp.


Three Stamford Plaza


301 Tresser Blvd.


Stamford, Ct 06901-3239 USA




for payments due to the Owner, or any other first class bank based in the United States
nominated by the Owner and approved by the Builder.




	 	1.10	 	“Supervisors” shall mean the person or persons duly authorised by the Owner to act as its
representative or representatives for construction supervision in conformity with the
stipulations of Article 6 hereof.






	 	1.11	 	“Technical Specification” shall mean Technical Specification prepared by Builder Naval
Architect, Ms Khiam Chuan Marine Pte. Ltd ref Project: KCM/Q441, signed by both Parties and
forming an integral part of the Contract.






	 	1.12	 	“Makers List” shall mean the list as attached to the Technical Specification and signed by
both Parties and forming an integral part of the Contract.






	 	1.13	 	“Contract Documents” shall mean documents and drawings as per Exhibit “A” signed by both
Parties and forming an integral part of the Contract.






	 	1.14	 	”Working Days” shall mean days upon which both Owner’s lender and banks in Singapore are
open for business.





1.15 “Delivery Documents” shall mean the documents referred to in Exhibit “B”.




	 	1.16	 	“Effective Date” shall mean the date when the Contract becomes effective pursuant to Article
15.





1.17 “Vessel” shall mean the New building under Hull No T158 as defined in the Contract.




	 	1.18	 	“Delivery Date” shall mean the date when the completed Vessel shall be delivered, i.e.
October 31, 2006, subject to modifications only in accordance with this Contract. Effective
Date shall be the date when the first installment of 10% is paid to the Builder.





4




Article 2




Subject of the Contract



2.1 Object of the Contract




In consideration of the mutual covenants contained herein the Builder agrees to build,
equip, launch and complete the Vessel at the Builder’s wholly owned Shipyard known as PT
Nanindah Mutiara Shipyard in Batam and to deliver the Vessel to the Owner after successful
sea trials and completion of delivery formalities in accordance with Article 7 hereof. The
Vessel shall be built according to the Contract Documents. The Contract Documents will form
integral parts of this Contract.




The Vessel shall be delivered to the Owner free of any liens, charges, claims, mortgages or
other encumbrances whatsoever. The Owner agrees to purchase, pay for, accept and take
delivery of the Vessel once completed in accordance with this Contract.



2.2 Precedence of Contract Documents




In the event of a conflict between the documents set out below the following order of
precedence shall govern:




1) Contract


2) Technical Specification


3) General Arrangement


4) Makers List



2.3 Manner of Construction




Design, materials and workmanship will be in accordance with the Rules and Regulations of
the Classification Society as per paragraph 2.10, laws, rules, regulations and enactment as
per paragraph 2.11 and according to first class shipbuilding practice and the Technical
Specification. All works and installations not precisely specified in the aforementioned
documents shall be executed to internationally recognized shipbuilding practice.




The Owner shall furnish to the Vessel such items as are set out in the list of Owner’s
Furnished Equipment attached hereto as Exhibit “E” and otherwise as may be mutually agreed
in writing between the Parties.



2.4 Main Dimensions




The Vessel shall have the dimensions and characteristics stated in the Technical
Specification and in the General Arrangement, including the following main particulars:



	 	 	 	 	 
	- length over all

- length between perpendiculars

- breadth moulded

- depth moulded

- draft design

- Gross tonnage

	 	abt
	 	63.00m

55.80m

15.00m

6.10m

5.00m

1,600 tonnes








- Deadweight abt 1,650 tonnes at 5.00m



	 	 	 	 	 
	
 
	 	- Bollard Pullahead

- Free running speed, ahead
	 	minimum80 tonnes

14.50 knots at 4.50m draft
	 
	 	 	 	 
	2.5

	 	Propelling Machinery
	 	

	
 
	 	 
	 	









The Vessel shall be propelled by 2 units of four stroke diesel engine, each coupled to a
C.P.Propeller in Kort nozzle




The main engines plant shall operate using MDO.



	 	 	 
	2.6

	 	Fuel Consumption
	
 
	 	 
	 
	 	 
	
 
	 	The specific fuel consumption of the main engine, when operating

on, using corrected to a lower (net calorific value of 42,707 KJ

/ kg in accordance with I.S.O. — 3046/I ambient conditions and

without attached pumps shall not exceed : 185gm/kWh with 5%

tolerance.
	 
	 	 
	2.7

	 	Speed
	
 
	 	 








The Vessel’s speed on even keel, at a draft of abt. 4.50 in sea water on trial conditions,
deep water (7 — 8 times the draught), no current, with clean hull and with the wind not
exceeding the force of 2 Bft and sea not exceeding 2 Bft to be 14.5 knots at 100% MCR.




The speed will be verified on seatrials.



	 	 	 	 	 
	2.8

	 	Bollard Pull.
	 	

	
 
	 	 
	 	

	 
	 	 	 	 
	 	 	The Vessel’s bollard pull during sea trail at 100% MCR must be:

	 
	 	 	 	 
	
 
	 	Ahead:
	 	80 tonnes minimum.








Bollard Pull to be verified in accordance with relevant section of the Technical
Specifications



2.9 Classification




The Vessel shall be designed, equipped and built under the survey and according to be the
Rules of American Bureau of Shipping to achieve on delivery the Class Notation: ABS +A1,
Combination Tug & Support Fire Fighting Vessel Class 1 (E), +AMS, +ACCU, +DPS-1.




And designed and built in accordance with internationally recognized shipbuilding standards
for new vessels of the type and general characteristics of the Vessel.



2.10 Rules and Regulations




(i) The Vessel shall correspond on delivery to the Technical Specification.




	 	(ii)	 	The Vessel shall be built, equipped and certified complying with all the
applicable laws, regulations, rules according to Article 2.9 hereof and international
conventions of the Marshall Island flag of registry and requirements of the regulatory
bodies in force at the date of signature of this Contract.





2.11 Certificates




At the time of the Vessel’s delivery to the Owner pursuant to Article 3.1 hereof
respective ABS certificates ( the “ Certificates” ) or preliminary certificates based
on the laws, rules, regulations, and enactment mentioned in Article 2.10 and
2.11 hereof, section 105.4 of the Technical Specifications and issued by Classification
Society, and applicable authorities and Builder, will be supplied by the Builder to the
Owner as per the Technical Specification.




Fees for obtaining these Certificates will be borne by the Builder. Other certificates
required for the Vessel’s registration under Marshall Island flag shall be procured and
paid for by the Owner with the exception of the Tonnage Measurement Certificate, which
shall be for the Builder’s account. Certificates for Owner’s Furnished Equipment shall be
procured and paid for by the Owner.



2.12 Inventories and Delivery Documentation




On or before delivery of the Vessel to the Owner the following will be supplied by the
Builder:




	 	a)	 	Inventory as described in the Technical Specification which will be stored on
board as provided for in the Vessel.






b) The Delivery Documents according to Exhibit “B” of this Contract.



2.13 Registration




The Vessel shall be registered by the Owner at its own cost and expense at the time of its
delivery and acceptance subject to the provision of the Certificates specified in Article
2.12.



5




Article 3



Time of Delivery




	 	3.1	 	The Builder shall deliver the Vessel to the Owner afloat at a safe berth at Builder’s
shipyard on the Delivery Date, i.e. October 31, 2006, or 18 months after the date of this
Contract as set forth on page one, which ever is later, subject to modifications and
permissible extensions as provided for in the Contract. The Builder shall give to the Owner
written notice notifying when the Vessel will be ready for delivery approximately 21
(twenty-one) days before the anticipated Delivery Date. The Builder shall also give to the
Owner written confirmation 7 (seven) days before the definite Delivery Date.






The Vessel shall be delivered clean, paint work touched up, with all Builder’s equipment
removed to customary good practice, and the Vessel to be fit for immediate commercial
operation.




	 	3.2	 	The agreed Delivery Date is subject to force majeure reservations, mentioned in Article
11.1. Force majeure shall be regarded as occurring if the delivery, after the Contract
has been signed the Builder is prevented or delayed by extraordinary circumstances or
events which the Builder could not reasonably have anticipated by exercising utmost due
diligence when signing the Contract, e.g. such as but not limited to unforeseeable events
within or outside the Builder’s shipyard as war or warlike conditions, embargoes,
mobilizations, strikes or lockouts, natural catastrophes, fire or other
extraordinary events, beyond the control of the Builder and not which are caused by the
Builder’s fault, error, omission, negligence or imprudence. Force majeure shall moreover be
regarded as occurring if the delivery is prevented or delayed by late deliveries of major
parts (always provided, however, that these services and deliveries have been ordered by the
Builder in a timely manner with due consideration that delay would be force majeure under this
Article if it had affected the Builder’s obligations). This provision shall not affect the
Builder’s obligation to exercise due diligence in avoiding or minimizing delays.






In force majeure circumstances the Builder may require an extension of delivery time by as
many working days as the Builder proves that the delivery has been delayed on account of
such circumstances. The Builder is obliged to do his utmost to avoid or minimize
the delay. If circumstances occur which in the Builder’s reasonable opinion may entail
delay, the Builder shall as soon as possible, but at the latest, within 7 days of the
commencement of the event of force majeure notify the Owner thereof in writing
and submit documents of evidence.




The Builder shall also whenever possible, indicate the probable duration of the delay. If
written notice is not given within the above period, force majeure may not subsequently be
invoked.




	 	3.3	 	As soon as possible, but in any event within 7 days from the date of commencement of any
delay on account of which the Builder claims that it is entitled under Article 3.2 hereof to
an extension of time of delivery of the Vessel the Builder shall give notice to the Owner of
the date such delay commenced, the reasons thereof and an estimate of the duration
thereof. Similarly, as soon as possible, but in any event within 7 days after such delay
expires, the Builder shall give notice to the Owner of the date such delay expired and shall
specify the period of the time by which in his judgement the time for delivery of the Vessel
should be extended. In the event of a dispute on the said period it may be referred
to arbitration in accordance to Article 13.






	 	3.4	 	The delivery of the Vessel shall be understood as effected upon signing the Protocol of
Delivery and Acceptance as per Exhibit F on behalf of the Builder and the Owner and a Protocol
of Delivery and Acceptance from the Owner’s lender if required. The Builder shall prepare or
cause the preparation of and furnish to the Owner on delivery of the Vessel the documents
referred to in Exhibit “B” attached hereto.





6




Article 4




Price




	 	4.1	 	The Contract Price of the Vessel is United States Dollars: Ten million nine hundred and
seventeen thousand only (US$10,917,000/-)






	 	4.2	 	The Contract Price is fixed, i.e., not subject to any adjustment including but not limited to
any rise or fall in rates of wages, cost of equipment or materials or currencies, save that it
is subject only to adjustments as provided in Articles 7, 9 and 11 hereof.






	 	4.3	 	All costs and fees, including taxes concerning payment imposed by authorities outside the
Builder’s country, incurred or imposed by reason of the transfer of funds to the Builder
referred to in paragraphs (a) to (c) of Article 5.2 hereof shall borne by the Owner
provided that the corresponding costs and fees imposed within the Builder’s country shall be
borne by the Builder.





7




Article 5




	 	 	 	 	 
	5.1	 	Payment Installments
	 
	 	Payment of the Contract Price shall be made by the Owner to the Builder by

	 
	 	Three (3) installments as follows:

	 
	 	1st  installment (10%) equal to US$1,091,700/- on 20 May  2005.
	 
	 	2nd installment (5%) equal to US$545,850/-  on 31 July 2005.
	 
	 	3rd  installment (85%) equal to US$9,279,450/- upon Delivery of Vessel
	5.2
	 	Payment Procedures








The Owner shall pay the Builder the aforesaid installment upon presentation of the
following documents :




	 	(a)	 	in respect of the First Installment on 20 May 2005 provided the Invoice has
been presented at least fifteen (15) banking days, prior to such date.






	 	(b)	 	in respect of the Second Installment on 31 July 2005 provided the Invoice has
been presented at least fifteen (15) banking days, prior to such date.






	 	(c)	 	in respect of the Third Installment, upon presentation of Protocol of
Delivery and Acceptance of Vessel Signed by both the Owner and the Builder.





5.3 Payment For Modification




The sums due for modifications under Article 9 of this Contract shall be paid as follow :




	 	(a)	 	100% of such sum for modifications agreed upon under Article 9 when the
statement of the adjustment of price is made by the Builder and accepted by the Owner
shall be settled together with the final payment at the Delivery Date.





5.4 Security to be Provided by Builder




	 	(a)	 	As security for the obligation to refund installments made by Owner due to
delays or deficiencies of the Vessel as set out in Article 11 or due to default under
this Contract by Builder, Builder shall deliver to Owner a bank guarantee(s), in a
form and with a first class bank reasonably acceptable to Owner, in amounts sufficient
to cover each payment installment made under Articles 5.1 and 5.2. Builder may provide
a series of bank guarantees covering the amounts of each installment, concurrent with
and effective upon the payment of each such installment.






	 	(b)	 	Notwithstanding the installment payment requirements set forth in Articles
5.1 and 5.2, no such installment shall be due unless and until the bank guarantee is
delivered to Owner covering such installment as provided for in this Article 5.4.






	 	(c)	 	Bank guarantee(s) shall be valid up until the delivery of the vessel to the
Owner and shall be assignable to Owner’s lender.





Article 6




Supervision




	 	6.1	 	Until delivery of the Vessel, the Owner shall be entitled to have permanent Supervisors
present at the Builder’s shipyard in order to supervise the building of the Vessel in
accordance with the Contract and the Contract Documents and to give in writing to the
personnel appointed by the Builder reasonable remarks concerning any deficiency or defect in
the building or testing of the Vessel. Upon receipt of such remarks the Builder shall correct
such deficiencies or defects. However, if in the opinion of the Builder and supported by the
Classification Society the remark does not concern any deficiency or defect in terms of this
Contract, a written statement of the Builder will be forwarded to the Owner specifying the
Builder’s reasons. If the parties cannot reach agreement, the dispute will be submitted to
arbitration under Article 13.






	 	6.2	 	The Owner shall be entitled to employ consultants to supervise from time to time with regard
to the supervision as provided under this Article.






	 	6.3	 	The Supervisors shall have the right to participate in any inspection, tests and trials
including the Sea Trials, carried out by the Builder, the Builder’s subcontractors and/or the
Classification Society. In the event of failure of the Supervisor to be present at any
inspections, tests and trials after reasonable written notice to them of the time and place of
such inspections, test and trials (such notice to be given within the period agreed upon
between the Supervisor and the Builder, which will permit the Supervisors to be present; at a
minimum this period will be 1 day in advance for test and trial at the Builder’s shipyard, Sea
Trials in accordance with Article 6.1 hereof, and five (5) working days for test and trial
conducted at any location other then the Builders shipyard) such inspections, test and trials
shall be performed as if the Supervisor were present and the respective test shall not be
repeated due to the absence of the Supervisor.






	 	6.4	 	The Builder shall free of charge arrange for the Supervisors use of such office space and
other reasonable facilities for the Supervisors located at the Builder’s shipyard or its close
proximity as are necessary to enable the Supervisors to carry on their duties. The office
space will be equipped with office furniture, high speed internet access and at lease two
telephones with separate lines. The Owner shall be entitled to use of a separate facsimile
machine for its own use and equipment to access the internet. The Builder shall assist the
Owner in the installation of same. Costs of telephone, telefax and email will be borne by the
Owner.






The Supervisors shall have free access during any working hours to the Vessel and any other
place in the Builder’s Shipyard where work is being done or material for the Vessel is
being produced or stored in connection with the construction of Vessel by Builder.




As far as possible the Builder will arrange for the Supervisors to have access to materials
and equipment in the manufacturer’s and subcontractor’s premises as detailed below:


Main engine(s)


Generator sets


Gearbox & CP Propeller(s)




	 	6.5	 	The Supervisors shall properly and reasonably execute their function but shall not interfere
with normal practices of the Builder’s shipyard.






	 	6.6	 	The procedure of approval of technical drawings is as follows. Approval of plans shall not
affect Owner’s or Builder’s rights and obligations under this Contract.






	 	(a)	 	The Builder shall submit to the Owner four (4) copies of each of the plans
and drawings, including revised plans, to be submitted to the Owner for its approval
at its address as set forth in Article 14.6 hereof. The Owner shall, within ten (10)
working days after receipt thereof, return to the Builder the approval or comments, if
any, of the Owner. A list of the plans and drawings to be so submitted to the Owner
shall be mutually agreed upon between the parties hereto.






	 	(b)	 	In the event that the Owner or the Owner’s Representative shall fail to
return the plans and drawings to the Builder within the time limit as hereinabove
provided, such plans and drawings shall be deemed to have been automatically approved
without any comment. In the event the plans and drawings submitted by the Builder to
the Owner or the Owner’s Representative in accordance with this Article do not meet
with the Owner’s or the Owner’s Representative’s approval, the matter may be submitted
by either party hereto for determination pursuant to Article 13 hereof. If the Owner’s
comments on the plans and drawings that are returned to the Builder by the Owner
within the said time limit are not clearly specified or detailed, the Builder shall
promptly request, in writing, clarification from Owner or Owner’s Representative. If
such clarification does not reach the Builder from the Owner within 5 working days of
the Owner’s receipt of such request, the Builder shall be entitled to place its own
reasonable interpretation on such comments in implementing them.






	 	(c)	 	The Builder shall not submit or have submitted drawings that are pending
Owner’s approval or comments, if any, in excess of ten (10) drawings. If the Builder
submits more then ten (10) drawings, the Owner can request additional time for
forwarding of the Owner’s approval or comments, if any, for the specific drawings in
addition to the ten (10) working days stipulated above. The Owners request for
additional time will be specific as to drawing and number, of additional days. Builder
will not unreasonably withhold approval of Owners request for additional time for the
Owner to forward approval and comments, if any. Drawings that the Owner has requested
additional time will not be considered automatically approved until after the
additional time has passed.






	 	(d)	 	If the Builder thinks that any of the Owner’s comments require an Alteration
to the Vessel as provided for in Article 9 hereof, the Builder will notify the Owner
in writing. The Builder will respond, in writing, to each of the Owner’s comments.






	 	6.7	 	The Owner shall inform the Builder in writing of the names and titles of the Owner’s
Supervisors and of the extent of the Supervisors’ authorization to undertake decisions on
behalf of the Owner. The Owner shall have the right to send a skeleton crew to the Builder’s
shipyard for the purpose of becoming familiar with the equipment of the Vessel, ship schemes
and systems. During the sea trials, Owner’s skeleton crew may be on board the Vessel but will
neither take any active part in the sea trials nor interfere with the management of the Vessel
by the Builder’s crew.






	 	6.8	 	(a) The Builder shall indemnify the Owner against any action, claim or proceedings, and
any costs or expenses incurred thereby, brought against the Owner or any of the
Owner’s servants or agents by any of the Builder’s employees in connection with or
rising from this Contract provided always that such action, claim or proceedings is not
occasioned by the gross negligence or willful act or omission of the Owner or any of
the Owner’s servants or agents.






	 	(b)	 	The Owner shall indemnify the Builder against any action, claim or
proceedings and any costs or expenses incurred thereby brought against the Builder or
any of its servants or agents by the Owner’s employees or representative(s) in
connection with or arising from this Contract, provided always that such an action,
claim or proceedings is not occasioned by the gross negligence or willful act or
omission of any of the Builder’s servants or agents.






	 	6.9	 	The Builder shall have no responsibility for salaries and expenses or the Supervisors and
skeleton crew of the Owner or any other person employed by the Owner for the purpose set forth
in this Article 6.






	 	6.10	 	The activity of the Supervisors in the shipyard shall not in any way diminish the Builder’s
obligations under this Contract and not delay the construction and delivery of the Vessel.





8




Article 7




Sea Trials and Acceptance of Vessel




	 	7.1	 	The Sea Trials shall be carried out before the Vessel’s Delivery. The Builder shall give the
Owner written notice approximately four weeks before anticipated Sea Trials. The
Builder shall also give written confirmation of the actual commencement date of the Sea Trials
seven (7) days prior thereto. The Sea Trials shall be performed in the presence of the Owner’s
Sea Trials Committee (the name of whose members shall be provided to the Builder in writing)
and the Classification Society’s representatives. In the event of the failure of the Owner’s
Sea Trial Representative to be present at the Sea Trials after due notice has been given to
the Owner as provided above, the Builder may conduct the Sea Trials despite the absence of the
Owner’s Sea Trial Committee. In such case, the result of the Sea Trials executed by the
Builder and confirmed by the Classification Society’s representatives shall signify successful
completion of the Sea Trials. This does not apply if by reasons beyond the Owner’s control the
Owner is prevented to send a Committee. In such case the Sea Trials shall be reasonably
postponed to enable the participation of the Owner.






	 	7.2	 	The Sea Trials shall be conducted according to the programme of the Sea Trials required by
the Classification Society and in accordance with the Technical Specification
provisions and agreed upon with the Classification Society and the Owner in due time.






A written Sea Trial agenda will be prepared by the Builder and provided to the Owner for
review and approval seven (7) days prior to the scheduled commencement of the Sea Trial.




The Builder shall load the Vessel with the required quantity of fuel oil, lubricating oil
and greases, fresh water, and other stores necessary to conduct the trials as set
forth in the Technical Specifications. The necessary ballast (fuel oil, fresh water
and such other ballast as may be required) to bring the Vessel to the trial load
draft, as specified in the Technical Specifications, shall be supplied and paid for by
the Builder whilst lubricating oil shall be supplied and paid for by the Owner within the
time advised by the Builder for the Sea Trials as well as for use before the delivery of
the Vessel to the Owner. The type of lubricating oil and greases shall be in accordance
with the engine specifications and the Owner shall decide and advise the
Builder of the supplier’s name for lubricating oil and greases before the launching
of the Vessel, provided that the supplier shall be acceptable to the Builder and/or the
makers of all the machinery.




	 	7.3	 	Any fuel oil furnished and paid for by the Builder for trial runs remaining on board the
Vessel, at the time of acceptance of the Vessel by the Owner, shall be bought by the Owner
from the Builder at the Builder’s purchase price for such supply and payment by the Owner
thereof shall be made at the time of delivery of the Vessel. The Builder shall pay the Owner
at the time of delivery of the Vessel for the consumed quantity of any lubricating oil which
were furnished and paid for by the Owner at the Owner’s purchased price thereof. In measuring
the consumed quantity, lubricating oils remaining in the main engine, other machinery and
their pipes, stern tube and the line, shall be excluded.





	 	 	 	 	 
	7.4

	 	If the Sea Trials

Committee and/or

Classification

Society

representatives

discover on such

Sea Trials defects

or omissions, then

the Builder shall

rectify same at

their own expense

to the satisfaction

of the

Classification

Society and the

Owner as soon as

possible, before
	 	delivery of the Vessel. Should

any serious defects occur during

the Sea Trials, so as to involve

major interruption or irregular

performance of Sea Trials,

new Sea Trials — if required by

the Owner or Classification

Society, shall be carried

out in respect of the

defective installation at the

Builder’s expense.













	 
	 	 	 	 
	7.5

	 	The Protocol of

Sea Trials

Acceptance shall

be made and shall

be signed by the

Builder and Owner’s

Sea Trial Committee

or if the Sea

Trials are

performed without

presence of the

Owner’s Sea Trials

Committee when the

notices of Sea

Trials have been

given as per
	 	Article 7.1 by the Builder and

the Classification Society’s

representative.



































	 	7.6	 	After successful completion of the Sea Trials including providing the Buyer with a
comprehensive written report of all the trial results and completion of the Vessel in
accordance with the Contract and Contract Documents and when the Builder has performed all
of its obligations thereunder and the Vessel has been completed in accordance
with the provisions of this Contract and Contract Documents including issuance
of clean documents as per EXHIBIT “B” hereof in original, the Builder shall notify the
Owner to that effect.






Upon receipt of such notification from the Builder, the Owner shall, within 5 Working Days
thereafter, notify the Builder by telex or facsimile confirmed in writing of the acceptance
or non acceptance of the Vessel and in case of non acceptance, stating the reasons
therefor. The Builder shall remedy such defects within 20 days. The Owner shall then be
obliged to sign the Protocol of Delivery and Acceptance if he accepts the Vessel.




In the event the Owner fails to notify the Builder by telex or telefax confirmed in writing
of the acceptance or non acceptance of the Vessel within 5 Working Days as from the receipt
of Builder’s notification, the Owner shall be obliged to sign the Protocol of Delivery
and Acceptance. If the Owner then fails to take delivery of the Vessel within 3 days
thereof, the Builder shall be entitled to proceed as per Article 8.




	 	7.7	 	If in the course of construction, the Vessel sustains any damages and the repair of such
damage has been carried out to the satisfaction of the Classification Society and the Owner’s
consultant, the owner shall have no right to refuse the Vessel or lodge any claims for
compensation for such damage, provided that the Vessel is built and is ready for delivery in
accordance with all the terms of this Contract.






	 	7.8	 	The Owner shall take possession of the Vessel immediately upon delivery and acceptance
thereof and shall remove the Vessel from the berth of the shipyard within 5 days after
delivery and acceptance thereof is effected. If the Owner shall not remove the Vessel from
the Berth of the shipyard within the aforesaid 5 days, then, in such event, the Owner shall
pay to the Builder a reasonable mooring charge for the Vessel.






	 	7.9	 	The Owner shall not be entitled to reject the Vessel by reason of any minor or insubstantial
items judged from the point of view of standard shipbuilding and shipping practice as not
being in conformity with the specifications, but, in that case, the Builder shall not
be released from the obligation to correct and/or remedy such minor or insubstantial items as
soon as practicable after the delivery of the Vessel.





9




Article 8




Builder’s Right to rescind the Contract



8.1 Right of Rescission




Save rescission of the Contract is decided in mutual agreement between the Owner and the
Builder, the Builder is not entitled to rescind the Contract, except under
conditions whereby the Owner is in default of performance of his obligations as defined
in Article 8.2 under this Contract. If the Builder wishes to rescind the Contract the
Builder shall follow the procedure to this Article.



8.2 Definition of Default




The Owner shall be deemed to be in default of performance of its obligations under this
Contract in the following cases:




	 	a)	 	If the Owner fails to pay any of the installments to the Builder within the
time stipulated in Article 5 hereof, or






	 	b)	 	if the Owner fails to take delivery of the Vessel, when the Vessel is duly
tendered for delivery by the Builder under the provisions of Article 7.5 and 7.6
hereof.





8.3 Interest and Charge




If the Owner is in default of payment of any installment as referred to in Paragraph 8.2 a)
of this Article, the Owner shall pay interest on such installment at the annual rate of 2%
above prevailing prime rate of DBS Bank, Singapore from due-date of the installment until
the date of payment to the Builder of the full amount including interest.



8.4 Effect of Default




	 	a)	 	If any default by the Owner occurs, as provided herein before, the Delivery
Date shall be automatically postponed for a period of continuance of such default by
the Owner.






	 	b)	 	If any default by Owner as referred to under Paragraph 8.2 a) of this
Article continues for a period of 5 days, the Builder shall give notification to the
Owner and Owner’s lender by fax or telex of such failure, and the Owner and its
lender shall have a further period of 20 days to make good such default.






	 	c)	 	If the Owner persists in default after the notification and the further
period granted as stated in Paragraph 8.4a) and b) of this Article, the Builder may
rescind the Contract as provided in Paragraph 8.5 herein below.





8.5 Sale of Vessel




In the event of rescission of the Contract as above provided, the Builder shall have the
option to sell the Vessel and all property thereof, either at private sale or public
auction. Before private sale, the resale price of the Vessel shall be verified by
statements of international brokers and shall be mutually agreed between the Builder and
the Owner.




If the Builder sells at public auction, the Owner may purchase the Vessel at such auction.
Such invitation to attend shall include the place and date at which the auction will be
held, which date shall not be less than 30 calendar days from the date on which invitation
to attend is forwarded to the Owner.




The Owner shall, forthwith upon receipt of such invitation, acknowledge by telex that the
same has been received. The sale at auction may be made by the Builder upon such terms and
conditions as the Builder shall reasonably deem fit, and the proceeds thereof obtained at
either the public auction or private sale shall be applied to :




	 	a)	 	Payment or reimbursement to the Builder of the costs necessarily and directly
incurred by the Builder in connection with the auction or sale;






	 	b)	 	Payment of the unpaid balance of the Contract Price to the Builder with
interest as above provided;






	 	c)	 	Payment of any other proven loss or damage (excluding consequential damages)
which the Builder may have sustained by reason of the Owner’s default to the
Builder;






d) Payment of the balance remaining thereafter, if any, to the Owner.




If after either of the above events of sale the proceeds of sale exceed the total
amounts to which such proceeds are to be applied as aforesaid, the Builder shall
promptly pay the excess to the Owner without interest, provided, however, that the amount
of such payment to the Owner shall in no event exceed the total amount of installment
already paid by the Owner. If the proceeds of sale are insufficient to pay such
total amounts payable as aforesaid, the Owner shall promptly pay the deficiency to the
Builder upon demand.



10




Article 9




Alteration to the Vessel




	 	9.1	 	The Builder shall agree to make any reasonable alteration or additions to the Vessel
requested by the Owner in writing, provided that the programme of the Builder will not
materially be effected by such alteration and provided such written request takes into
account the current status of the Vessel’s completion. All alterations shall be conducted
under the terms of a written agreement between the Parties duly executed and signed by the
Parties, which shall be made prior to the commencement of the alterations and shall set
forth any change in the Contract Price and/or the Delivery Date of the Vessel and any
other modification to this Contract which may be necessary.






	 	9.2	 	If any alterations and/or additions pursuant to 9.1 or 9.3 will cause an increase or decrease
in the dead-weight of the Vessel, and/or cargo capacity, and/or its stability and/or its speed
and/or its fuel consumption, the Builder will notify the Owner of the need for any Contract
provisions with respect to such characteristics to be adjusted with respect to such
alterations and/or additions and the Owner shall confirm to the Builder whether it wishes
such alterations to proceed.






	 	9.3	 	If any new particular design or drawing presented by the Builder and accepted by the
Owner has the effect of changing any item in the Technical Specification, then this item in
the Technical Specification shall be superseded by the agreed change, provided that the
Builder has notified the Owner in writing of the consequence of changing any item when
introducing any new particular design or drawing.






	 	9.4	 	In the event that subsequent to the date of the signing of this Contract any modifications,
deletions or additions are made to the laws and/or rules and/or regulations applicable to the
Vessel or their interpretation or their application, the Builder will advise the Owner in a
similar manner to an Owner’s modification as described in 9.1 and 9.2 above and will inform
the Owner of any adjustment of speed requirements and / or price adjustment any other
adjustment whatsoever of this Contract and Contract Documents, referred to in the Exhibit
A. The Owner may apply to the Classification Society or other regulatory bodies for a waiver
of compliance to any modifications, otherwise the Builder will effect them after receiving
written authorization from the Owner. The costs or savings relating to these alterations will
be for the account of the Owner.






	 	9.5	 	Modifications by the Classification Society and / or regulatory bodies which are
not compulsory for the Vessel shall be treated as Owner’s modifications as stated in 9.1
and 9.2 above, if the Owner elects and agrees in writing to comply with the same.






	 	9.6	 	Subject to Article 2 the Builder reserves the right to make minor modifications to the
Technical Specification and / or Plans found necessary to suit the local conditions and
facilities of the Builder’s shipyard, the availability of materials and equipment, the
introduction of improved construction and/or production methods, provided that the
Builder shall first have notified the Owner and obtained the Owner’s prior approval in
writing.





11




Article 10




Guarantee



	 	 	 	 	 
	10.1

	 	For the period of

twelve (12) months

after delivery of

the Vessel

(“Guarantee

Period”) the

Builder guarantees

the Vessel and her

engines including

all parts and

equipment under

this
	 	Contract. This guarantee

excludes any item which is

supplied by the Owner or

by any other bodies on behalf

of the Owner. This guarantee

is against all defects which

are due to defective material

and/or poor workmanship and are

not a result of accident,

ordinary wear and tear, misuse,

mismanagement, negligence or

other improper acts or

omissions or neglect on the

part of the Owner, its

employees or agents.
	 
	 	 	 	 
	10.2

	 	Notice of Defects
	 	

	
 
	 	 
	 	









The Owner or its duly authorised representative shall notify the Builder in writing, or
by fax or email, confirmed in writing, within a reasonable time after discovery of any
defect for which claim is made under this guarantee. The Owner’s written notice shall
describe the nature of the defect and the extent of the damage caused thereby.




The Builder shall have no obligation for any defects, discovered after the expiry date of
the Guarantee Period, unless first notice of such defects is received by the Builder not
later than ten (10) days after such expiry date.



10.3 Remedy of Defects




	 	a)	 	The Builder shall remedy at its own expense any defect, against which the
Vessel or any of its parts or equipment is guaranteed under this Article, by making
all necessary repairs and replacements. Such repairs or replacements will be made at
Builder’s shipyard if the Vessel can be conveniently brought there.






	 	b)	 	If the Owner and the Builder agree that the replacements or repairs under
this Article cannot be conveniently made at the Builder’s shipyard, the Owner may have
such repairs and/or replacements carried out elsewhere. In such a case the Builder’s
guarantee will not extend to the workmanship involved in making such replacements or
repairs. The Builder shall reimburse the Owner the documented expenses for such
replacements or repairs.






	 	10.4	 	In the event a defect or deficiency has been remedied a new guarantee of 6 (six) months
applies for the affected parts after expiration of the Guarantee Period.






	 	10.5	 	The Builder shall use all reasonable endeavours to obtain extended guarantee periods from the
manufacturers and suppliers. In the event that the normal guarantee periods stipulated by
manufacturers or suppliers or various components of machinery, materials, equipment, and
outfit furnished to the Builder and embodied in the Vessel exceeds the aforesaid
guarantee period, such extended guarantee rights are to be assigned and made available to
the Owner by the Builder.






	 	10.6	 	Any defective parts shall be kept by the Owner for 6 (six) months from date of removal for
examination if the Builder notifies the Owner in writing before removal that it considers this
necessary for the settlement of the Owner’s claim. After such period of 6 (six) months, the
Builder shall be deemed to have waived any need for such evidence. If required by the Builder,
the defective parts shall dispatched at the Builder’s expense for examination by the Builder.
If the claim is rejected by the Parties or ultimately by legal decision as provided in Article
13 hereof as guarantee claim, the Owner shall refund the expenses of dispatching the
parts to the Builder. If such claim is accepted as guarantee claim the Builder shall bear all
necessary expenses.






	 	10.7	 	All forwarding expenses for replacement parts supplied under guarantee obligation shall be at
the Builder’s expense as far as paragraph 10.3 (b) hereof is concerned. In case of need not to
delay the Vessel’s operation, it is the Builder’s customary practice to dispatch replacement
parts by airfreight.






	 	10.8	 	The Builder may appoint one (1) Guarantee Engineer(s) for the initial 3 months of guarantee
period, if deemed necessary.






The Owner shall provide the Guarantee Engineer(s) with accommodation, subsistence and
ship’s communication at no cost to the Builder.




The Owner shall be liable to and indemnify the Builder for personal injuries, including
death and damages to or loss of properties of the Guarantee Engineer(s), if such injuries,
death, or loss of properties were caused by negligence of the Owner or its employees or
agents.



10.9 Security for Guarantee




As security for the obligation of the Builder to remedy defects under Article 10.3(a) or to
reimburse the Owner for replacement or repair expenses under Article 10.3(b), Builder shall
deliver to Owner a bank guarantee, in a form and with a first class bank reasonably
acceptable to Owner, in the amount of five percent (5%) of the Contract Price of the
Vessel. Such warranty bank guarantee shall be delivered to Owner on or before the Delivery
Date and shall be effective for a term of the Guarantee Period plus six months from the
expiration of the Guarantee Period. Owner may refuse to accept delivery of the Vessel and
make the final installment payment unless and until Builder delivers said warranty bank
guarantee.



12




Article 11




Delay in Delivery and Deficiencies




	 	11.1	 	If the Vessel is delivered later than the Delivery Date, the Builder shall not be required to
pay any liquidated damages for the first fifteen (15) days thereafter. The Builder shall then
pay to the Owner US$2,000/- per day for each day of further delay as liquidated damages if
delivery takes place beyond the above mentioned period. The Owner may not claim on account of
any delay compensation over and above said liquidated damages or make any other claim on
account of any delay. If the delay in delivery of the Vessel for which the Builder is
responsible shall continue for period of more than forty five (45) days beyond the Delivery
Date as stipulated in Article 3.1 or if the total cumulative delay in delivery including
delays due to force majeure or other reasons or circumstances whatsoever within or beyond the
control of the Builder totals more than ninety (90) days counted from the Delivery Date the
Owner shall be entitled at its option to :






	 	i)	 	reject the Vessel and rescind this Contract. The Builder shall refund
immediately to the Owner, or Owner’s lender if lender so directs, the full amount the
Owner has paid to the Builder under this Contract together with the original
cost of the Owner Furnished Equipment delivered to the Builder, plus interest
thereon at the rate of 2% above prevailing prime rate of DBS Bank, Singapore from the
date following the date of receipt by the Builder of such pre-delivery installment(s)
to the date of payment by the Builder to the Owner of the refund whereupon this
Contract shall be deemed to be rescinded and all rights, duties, liabilities and
obligations of each of the Parties to the other shall terminate.






	 	ii)	 	accept the Vessel at the Contract Price plus or minus any adjustments
pursuant to Article 7 and 9 hereof, minus the liquidated damages, if any, payable
under this Article 11.1 and minus the sum of all other liquidated damaged due
pursuant to this Article 11; or






	 	iii)	 	accept the Vessel at a mutually agreed price, provided always that the
maximum liquidated damage payable by the Builder shall not exceed 5% of the Contract
Price.





11.2 Bollard Pull.




Should the bollard pull of the vessel as recorded during the official sea trial be less
than the Bollard Pull contracted in Article 2.8 and should the Builder be unable to remedy
this defect within reasonable time, then the Owner can reject the Vessel.




In such event the Builder shall refund immediately to the Owner the full amount the Owner
has paid to the Builder under this Contract together with the original cost of
the Owner Furnished Equipment delivered to the Builder, plus interest thereon at the
rate of 2% above prevailing prime rate of DBS Bank, Singapore from the date following the
date of receipt by the Builder of such pre-delivery installment(s) to the date of payment
by the Builder to the Owner of the refund, whereupon this Contract shall be deemed to
be rescinded and all rights, duties, liabilities and obligations of each of the Parties
to the other shall terminate.



11.3 Speed




Should the speed of the vessel as recorded on the official Sea Trial be less than the Speed
specified in Article 2.7, and should the Builder be unable to remedy this defect within
reasonable time then, the Owner can reject the Vessel.




In such event the Builder shall refund immediately to the Owner the full amount the Owner
has paid to the Builder under this Contract together with the original cost of
the Owner Furnished Equipment delivered to the Builder, plus interest thereon at the
rate of 2% above prevailing prime rate of DBS Bank, Singapore from the date following the
date of receipt by the Builder of such pre-delivery installment(s) to the date of payment
by the Builder to the Owner of the refund, whereupon this Contract shall be deemed to
be rescinded and all rights, duties, liabilities and obligations of each of the Parties
to the other shall terminate.



11.4 Fuel Oil Consumption-deleted.



11.5 Deadweight –deleted.



13




Article 12




Insurance and Property




	 	12.1	 	Title to the Vessel, to the extent completed and paid for by Owner, and (to the same extent)
title to all work and material performed upon or installed in the Vessel or placed on board
the Vessel, shall vest in the Owner. Title in all material at the Builder’s shipyard and all
material of the Builder located elsewhere, for use in the performance of the contract work, to
the extent that the Owner has paid for same, shall also be vested in the Owner. However,
except as may otherwise be provided in this Contract, the risk of loss of or damage to the
Vessel and/or all such work and material, along with the corresponding obligation to insure
such risks pursuant to Section 12.2, shall remain with the Builder until Delivery; and the
Owner shall not be deemed to have hereby waived its rights to require the Builder to replace,
at Builder’s expense, defective, damaged or destroyed workmanship or material, and to deliver
the Vessel with the contract work completed, all in accordance with this Contract. The
Builder shall have an equity in such material and completed contract work in the Builder’s
shipyard and elsewhere to the extent that it has not been paid for by the Owner and to the
extent that it is not incorporated in or installed on the Vessel. In the event that any Owner
Furnished Equipment item is lost or damaged and Builder is unable to replace or adequately
repair such items, Owner shall be entitled to deduct the Invoice value for the relevant item
from the Delivery installment. Concurrently with Delivery of the Vessel, all risks of loss
and damage, as well as all insurance responsibilities in respect of the Vessel, shall pass to
Owner.






Extent of Insurance Coverage




	 	12.2	 	The Vessel and/or such parts as shall be constructed and all materials, engines, machinery,
outfit and equipment pertaining to this Contract and within the premises of the Builder’s
shipyard shall immediately be marked with the Vessel’s Hull Number and shall until delivery of
the Vessel be insured by the Builder at Builder’s expense, with acceptable class insurance
companies or underwriters under coverage corresponding to the London Institute Builder’s risks
clause including trials with the exception of war risks and in accordance with and subject to
the terms of the usual construction policy for a total of not less than the amount having
been paid by the Owner to the Builder of the Vessel. Builder shall cause its insurers to name
Owner and Owner’s lender as additional insureds under the above insurances, but without
liability for premiums.




14









12.3 (a) Partial Loss of Vessel




In the event the Vessel shall be damaged by any insured cause whatsoever prior to
acceptance thereof by the Owner and in further event that such damage shall not constitute
an actual or a constructive total loss of the Vessel, the Builder shall repair such damage,
satisfactory to the Owner and Classification requirements without remarks, exceptions or
recommendations and to the provisions of this Contract without additional expense to the
Owner. If the Vessel shall be so damaged by a non insured cause, the Builder may elect to
repair such damage as above or treat the Vessel as a total loss in accordance with (b)
below.




(b) Total Loss of Vessel




In the event the Vessel is determined to be an actual constructive, compromised or
arranged total loss, the Builder and the Owner shall agree as soon as
reasonably practicable after declaration of such total loss but in any event within
twenty-eight (28) days thereafter on one of the following alternatives.




	 	i)	 	To build another Vessel in place of the Vessel so lost and deliver it under
this Contract to the Owner provided that the parties shall have agreed in writing to
a reasonable time for the delivery of such Vessel in place of the lost Vessel,
or failing to reach such a decision.






	 	ii)	 	The Builder shall refund immediately to the Owner, or to Owner’s lender if
Owner’s lender so directs, in the Full amount of installments paid to the Builder
under this Contract together with the original cost of the Owner Furnished
Equipment delivered to the Builder, plus interest at rate of 2% above prevailing
prime rate of DBS Bank, Singapore whereupon this Contract shall be deemed to be
rescinded and all rights, duties, liabilities and obligations of each of the Parties
to the other shall terminate.






In case of no agreement, the second alternative to apply.




	 	(c)	 	The policies required under this contract will require Underwriters to
provide the Owner and Owner’s lender 30 days prior written notice of any policy
cancellation. In the event Builder does not provide proof of equivalent coverage
prior to cancellation, the Owner will have the right but not the obligation to
purchase equivalent coverage and deduct the cost of such coverage from the next
scheduled payment due from Owner to the Builder under this agreement.






The Owner shall receive copies of the policies 10 days prior to keel laying.



15




Article 13




Law applicable and Arbitration




	 	13.1	 	This Contract and all other agreements and amendments pursuant and relating to this
Contract shall be construed, interpreted and in all respects including those of
product liability be governed by the Singapore Law.






	 	13.2	 	Notwithstanding any translation of this Contract, Documents or any of the Annexes or Exhibits
hereto into any other languages, the English wording shall prevail.






	 	13.3	 	If any dispute arises between the parties hereto in regard to the design and/or
construction of the Vessel, their machinery and equipment, and/or in respect of the
materials and/or workmanship thereof, and/or thereon, or the Technical Specification
or the Plans, the Parties may by mutual agreement refer the dispute to a
classification society or to such other expert as may be mutually agreed between the
parties hereto, and whose decision shall be final, conclusive, and binding upon the parties
hereto.






	 	13.4	 	In the event that the Parties hereto do not agree to settle a dispute according to
Sub-Article 13.3 and/or in the event of any other dispute of any kind whatsoever between
the parties and relating to this Contract or its rescission or any stipulation therein,
such dispute etc, shall be submitted to arbitration under Sub-Article 13.5 below.






	 	13.5	 	The dispute or difference shall be referred to arbitrators, one to be appointed by
each party, and such arbitrators shall refer the matter to an umpire. Alternatively, the
parties hereto may agree to refer such dispute or difference to a single arbitrator agreed
between the parties or elected by the president of the Singapore International Arbitration
Centre. Any such reference shall be deemed to be a submission to arbitration within the
meaning of the Arbitration Act in force from time to time in Singapore.






	 	13.6	 	Any such reference to arbitrators shall if related to delay require such arbitrators to state
in any award made the number of days (if any) by which the Delivery Date shall be extended by
reason arising from the dispute or difference.





13.7 Any arbitration under this Article shall take place in Singapore and in English language.




	 	13.8	 	In the event of any dispute or difference arising or occurring prior to delivery
to, or acceptance by, the Owner of the Vessel being referred to in arbitration, the
parties hereby acknowledge that time is of the essence in obtaining an award from the
arbitrator on such dispute and the parties hereby agree that the arbitration shall be
conducted according to the following timetable :






	 	(a)	 	The claimant in the arbitration to serve points of claim within fourteen
(14) days of the appointment of the arbitrator.






	 	(b)	 	The respondent in the arbitration to serve points of defense and
points of counterclaim, if any, within fourteen (14) days thereafter.





16




(c) The claimant to serve points of reply and defense to counterclaim, if any, within seven (7)

days thereafter and the hearing of the arbitration to commence within twelve (12) weeks of

the appointment of the arbitrator.Article 14




Miscellaneous



	 	 	 
	14.1

	 	Right of Assignment
	
 
	 	 
	 
	 	 
	
 
	 	The Owner shall not assign this Contract to any other

individual or company unless prior consent of the Builder is

given in writing, such consent shall not be unreasonably

withheld by the Builder provided, however, the Owner may assign

this contract to any indirectly or directly wholly owned

subsidiary or to any affiliate which is 100% owned directly or

indirectly by the ultimate parent of the Owner. The Builder

shall not assign this Contract except as agreed in writing by

the Owner
	 
	 	 
	14.2

	 	Patents, Trademarks and Copyrights
	
 
	 	 
	 
	 	 
	
 
	 	Machinery and equipment of the Vessel may bear the patent

number, trademarks or trade names of the manufacturers

thereof. The Builder shall defend and save harmless the Owner

from patent, trademarks and copyrights liability, or

claims of patent, trademarks and copyrights infringement of

any nature or kind, including costs and expenses for, or

on account of any patented invention or item subject to

trademark or copyright rights made or used in the

performance of this Contract and also including costs and

expenses of any litigation. The Builder’s indemnity hereunder

does not extend to any Owner’s Furnished Equipment.
	 
	 	 
	14.3

	 	General Plans, Specifications and Working Drawings
	
 
	 	 
	 
	 	 
	
 
	 	Khiam Chuan Marine Pte Ltd retains the title to the Design as

stated in Exhibit G part 7.1 of this contract. Builder and

Owner undertakes not to disclose or divulge the Technical

Specifications, plans and working drawings, technical

descriptions, calculations, test results and other data,

information and documents concerning the design and

construction of the Vessel and the information contained

therein to any third parties, without the prior written consent

of the other party, excepting where it is necessary for usual

operation, repair and maintenance of the Vessel.
	 
	 	 
	14.4

	 	Costs, Taxes and Duties
	
 
	 	 
	 
	 	 
	
 
	 	Any and all taxes of any nature whatsoever due as a result of

the performance of this contract by the Builder, including but

not limited to the purchase of equipment and material supplied

by the Builder (imported or purchased from local suppliers),

workforce, payments to sub-contractors will be paid by the

Builder.. Any legal, Consular or Notary expenses in

connection with registration under the Owner’s flag shall be

borne by the Owner.
	 
	 	 
	14.5

	 	Assistance to Owner
	
 
	 	 
	 
	 	 
	
 
	 	Builder is to provide any and all information and assistance

that maybe requested by Owner and / or Banks that maybe

interested in or have agreed to provide finance for the

Construction of the subject Vessel. Any and all information

provided will be held confidential and used solely for the

intended purpose it has been provided for. If Owners and / or

their Banks with whom an agreement is reached for financing the

construction of the Vessel request any subsequent changes to

the terms of Contract as a result of Owners obtaining finance

then Builder agrees to cooperate and assist in making the

required changes provided these are reasonable. Owner remains

responsible for any additional costs incurred as a result of

any changes being made to the contract terms.
	 
	 	 
	14.6

	 	Certificate of Ownership
	
 
	 	 
	 
	 	 
	
 
	 	Upon the delivery of the Vessel to the Owner, the Builder shall

deliver to the Owner a Certificate of Ownership in the form

attached hereto as Exhibit “C”.
	 
	 	 
	14.7

	 	Address of Contracting parties
	
 
	 	 








The respective addresses of the Parties for the purposes of the Contract hereof until
further notice are :




a) For commercial notices:




Seabulk Offshore Tug Supply, Inc.


c/o Seabulk Offshore SA


14, Avenue Reverdil


Case Postale 2572


1260 Nyon 2


Switzerland


Tel: +41 22 365 2260



	 	 	 
	
 
	 	For Technical notices:
	
 
	 	Seabulk Offshore Tug Supply, Inc.

:c/o Seabulk International Inc.

2200 Eller Drive

PO Box 13038

Fort Lauderdale, Fl 33308, USA

Attention Arthur T. Denning

Tel: (954) 524-4200 Ext 612

Fax: (954) 522-0416

E-mail: tom.denning@sbulk.com
	 
	 	 
	
 
	 	b)Builder :Labroy Shipbuilding and Engineering Pte Ltd

Address:1, Maritime Square #11-23

HarbourFront Centre

Singapore 099253

Attention: Toh Ho Tay

Tel: +65 6551 5900

Fax: +65 6377 4414

Email: toh@labroy.com.sg
	
 
	 	 
	 
	 	 
	14.8

	 	Language
	
 
	 	 
	 
	 	 
	
 
	 	All notices, communications and documents in connection with this contract shall be in English language.







17




Article 15




Validity




	 	15.1	 	This Contract shall become effective the date (Effective Date) when the Contract is signed on
05 May 2005.






	 	15.2	 	Any modifications of and/or changes to this Contract are only valid if executed in writing
and duly signed by all Parties.






	 	15.3	 	This Contract has been made in good faith in the English language and has been signed in two
(2) originals in Singapore.





Article 16




Options



16. Owner shall have options for four additional Vessels under the terms and conditions set forth
in Exhibit G, attached hereto and made a part hereof.



	 	 	 
	For and on behalf of

	 	For and on behalf of
	 
	 	 
	OWNER

	 	BUILDER
	 
	 	 
	/s/ Hubert E. Thyssen

...........................................

	 	/s/ Tan Boy Tee

.......................................







By : Mr. Hubert E. Thyssen By :Mr. Tan Boy Tee



	 	 	 	 	 
	WITNESS	 	WITNESS
	/s/ Bryn D. Jones
	 	/s/ Toh Ho Tay
	 
	 	 	...............................	 
	By: Bryn D. Jones
	 	By : Toh Ho Tay







EXHIBIT A




	 	 	 
	“Technical Specification”

	 	Hull No T158

63/5M Anchor Handling Tug

Supply Vessel

Project KCM/Q441 dated 20 Oct 2004
	 
	 	 
	“Maker List”

	 	as attached to Technical Specification
	 
	 	 
	“General Arrangement”

	 	KCM Drawing No. KCM/Q441-G-1







EXHIBIT B




List of Delivery — Documents




	 	 	 
	-

	 	Protocol of Delivery and Acceptance
	 
	 	 
	-

	 	Builder’s Certificate
	 
	 	 
	-

	 	Certificate of Owner ship, EXHIBIT C
	 
	 	 
	-

	 	Commercial Invoice
	 
	 	 
	-

	 	Results of Sea Trials
	 
	 	 
	-

	 	Protocol of Inventory Delivery
	 
	 	 
	-

	 	Protocol of Spare Parts Delivery
	 
	 	 
	-

	 	Protocol of Fuel, Lubricating Oil and Greases
	 
	 	 
	-

	 	Delivery Documentation (Plans, Drawings, Manuals etc.)
	 
	 	 
	-

	 	Certificates as defined in Article 2.12
	 
	 	 
	-

	 	Test Reports
	 
	 	 
	-

	 	Other Documents as listed in Section 105.4 of the Technical Specifications







18




EXHIBIT C




Certificates of Ownership




Pursuant to Article 3 of the Contract dated
        ....................................................................................


by and between
        ....................................................................................................
        .........................


having its registered office at ............................ and
        .....................................................................


        .......................................................................................... as the
Owner, and having its registered


office at
        ...................................................................................................
for the construction and


delivery to the Owner of
        ....................................................................................................
        ............


constructed at
        ........................................................................................ yard,
        .............................


(the Builder) hereby makes the following Declaration of Warranty :



In pursuance of the provisions of Article 13.4 of the Contract



(Builder)



dated .................................. hereby transfer to
        ..............................................................................


        ................................................................................ or its nominee
referred to as the Owner in the


Shipbuilding Contract the property of the
        ............................................................................... and


Vessel No. ...................... at ........................ Shipyard free and clear of any liens,
charges, claims,


mortgages or other encumbrances as of this
        ........................................................................ day of


        ........................................................................



.................................


Signature



EXHIBIT D




(Intentionally left blank)



EXHIBIT E




List of Owner’s Supplies

(above those specified in the Specification)




Cabin and bathroom inventories (towel, linen, blankets)



Kitchenware and pantry ware



Mess inventory (china, cutlery, glasses, towels, etc.)



Provisions



Normal tools and portable lifting equipment other than that referred to in the Technical
Specification



Consumables



Additional Spare Parts



Sea charts and books



Ropes and deck inventories besides those indicated in the Technical Specification



Stores and inventories besides the fixed ones



Medicine outfit



Television & other entertainment equipment above those specified in the Specification.



19




EXHIBIT F




of the Contract referring to ARTICLE 3 (Time of Delivery), Paragraph 3.4




PROTOCOL OF DELIVERY AND ACCEPTANCE




Know all men by these presents :



That the undersigned,
        ........................................................................................, the
Builder, does


hereby deliver the Vessel as described hereunder at ................................... hour (local
time) on the


        ............................... day of ............................ at
        .............................. to ................................ , the


Owner, in accordance with provisions of the Shipbuilding Contract, and Technical Specifications and
plans thereto.



That this Protocol of Delivery and Acceptance does not release Builder from its
responsibilities under the provisions of the ARTICLE 10 entitled “GUARANTEE” of said Shipbuilding
Contract.



In witness whereof, the parties have caused this instrument to be duly executed on this day of



........................................................................



	 	 	 	 	 
	OWNER :	 	BUILDER :
	 
	 	 	...................................	 
	BY :
	 	BY :
	WITNESS:
	 	WITNESS :
	 
	 	 	...................................	 
	BY :
	 	BY :








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