Contrato A Casco Desnudo
Contrato A Casco Desnudo
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1. SHIPBROKER: 2. PLACE AND DATE:
TONALA, IMO No. 8764523, HP - 9700, Panama Flag LeTourneau Design, Super 116C Jackup Mobile Offshore
Drilling Unit
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7. GRT/NRT: 8. WHEN/WHERE BUILT:
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25. BANK GUARANTEE/BOND (SUM AND PLACE) (OPTIONAL): 26. MORTGAGE(S), IF ANY, (STATE WHETHER Cl. 8
APPLIES) (Cl. 8):
Not Applicable
Clause 8 applies
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27. INSURANCE (MARINE AND WAR RISKS) (STATE VALUE ACC. 28. ADDITIONAL INSURANCE COVER, IF ANY, FOR OWNERS'
TO Cl. 9(f): ACCOUNT LIMITED TO (Cl. 8(f)):
No No
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41. FLAG AND COUNTRY OF THE BAREBOAT CHARTER REGISTRY 42. COUNTRY OF THE UNDERLYING REGISTRY (ONLY TO BE
(ONLY TO BE FILLED IN IF PART V APPLIES): FILLED IN IF PART V APPLIES):
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PART II
1) DEFINITIONS
In this Charter, the following terms shall have the meanings hereby
assigned to them:
d) "Net Operating Margin" shall mean Net Operating Revenues less direct
Vessel operating costs (including self-insured retentions and survey
reserves) less the Management Fees, calculated in accordance with U.S.
generally accepted accounting principles.
h) "Supervisory Crews" shall mean two (2) rig managers, two (2) assistant
rig managers, two (2) safety coordinators, two (2) materials
coordinators, two (2) rig engineers, two (2) sr. electricians, two (2)
sr. mechanics and four (4) crane operators employed by the Charterer.
k) "Warm Stacked" shall mean the period of time when the Vessel is not
under contract or being mobilized to or from a contract location but
is being maintained in ready to work condition.
2) DELIVERY
a) After the Make Ready Period (as defined in Clause 2 (c) hereof), the
Vessel shall be delivered and taken over by the Charterer at the port
or place indicated in Box 13, in such ready berth as the Charterer may
direct (or at such place offshore from such location as either party
may reasonably request).
b) The Owner shall before and at the time of delivery exercise due
diligence to make the Vessel seaworthy and in every respect ready in
hull, machinery and equipment for service under this Charter. The
Vessel shall be properly documented at time of delivery under the laws
and flag of Panama. The parties acknowledge that the Owner may take
delivery of the Vessel from the Vessel manufacturer at an offshore
location, in which event the Owner shall, at its own expense, return
the Vessel to the Vessel manufacturer's yard so that the work
described in this Clause 2 may be completed during the Make Ready
Period prior to delivery of the Vessel to the Charterer.
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3) TRADING LIMITS
The Vessel shall only be employed within the United States Gulf of
Mexico and such other areas as the Owner and MARAD (as defined in
Clause 8 hereof) may approve (the "Operations Area").
4) INSPECTION
a) The Owner shall have the right at any time to inspect or survey
the Vessel or instruct a duly authorized surveyor to carry out
such survey on its behalf to ascertain the condition of the
Vessel and satisfy it that the Vessel is being properly repaired
and maintained. Inspection or survey in drydock shall be made
only when the Vessel shall be in drydock for the Charterer's
purpose, which shall include dockings required by the
classification rules. However, the Owner shall have the right to
require the Vessel to be drydocked for inspection if the
Charterer is not docking her at normal classification intervals.
The fees for such inspection or survey shall, in the event of the
Vessel being found to be in the condition provided in Clause 6
hereof, be payable by the Owner and shall be paid by the
Charterer only in the event of the Vessel being found to require
repairs or maintenance in order to achieve the condition so
provided. All time taken in respect of inspection, survey or
repairs shall count as time on hire and shall form part of the
Charter period.
b) The Charterer shall also permit the Owner to inspect the Vessel's
logbooks, daily drilling reports and other records whenever
requested and shall whenever required by the Owner furnish it
with full information regarding any casualties or other accidents
or damage to the Vessel.
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a) The Vessel shall during the Charter period be in the full possession
and at the absolute disposal for all purposes of the Charterer and
under its complete control in every respect. The Charterer shall
maintain the Vessel, her machinery, boilers, appurtenances and spare
parts in a good state of repair, in efficient operating condition and
in accordance with good commercial maintenance practice and it shall
keep the Vessel with unexpired classification of the class indicated
in Box 10 and with other required certificates in force at all times.
d) The Charterer shall at its own expense and by its own procurement man,
victual, navigate, operate, supply, fuel and repair the Vessel
whenever required during the Charter period and it shall pay all
charges and expenses (charged as a direct Vessel operating cost) of
every kind and nature whatsoever incidental to its use and operation
of the Vessel under this Charter, including any foreign general
municipality and/or state taxes imposed on the Charterer or its use of
the Vessel. The Master, officers and crew of the Vessel shall be the
servants of the Charterer.
f) The Charterer shall have the use of all outfit, equipment, and
appliances on board the Vessel at the time of delivery, provided the
same or their substantial equivalent shall be returned to the Owner on
redelivery in the same good order and condition as when received,
ordinary wear and tear excepted. The Charterer shall from time to time
during the Charter Period replace such items of equipment as shall be
so damaged or worn as to be unfit for use. All repairs to or
replacement of any damaged, worn or lost parts or equipment shall be
affected in such manner (both as regards workmanship and quality of
materials) as not to diminish the value of the Vessel. The Charterer
has the right to fit additional equipment at its expense and risk but
the Charterer shall remove such equipment at the end of the period if
requested by the Owner.
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h) After the Make Ready Period described in Clause 2(c) hereof, the Owner
shall be responsible for repairs or renewals (i) costing in excess of
$30,000, or (ii) occasioned by latent defects in the Vessel, her
machinery or appurtenances that are covered by warranties from the
shipyard, LeTourneau or the suppliers of machinery, goods or services,
Owner will take all reasonable steps to require such defect to be
repaired or replaced by the shipyard, LeTourneau or supplier, as
appropriate. To the extent possible, Owner shall assign such
warranties to Charterer. Subject to (i) above, in the event the
shipyard, LeTourneau or supplier, as appropriate, refuses to make such
repairs or is not responsible thereof, the cost of such repairs shall
be paid by Charterer and shall be charged as a direct Vessel operating
cost. All other repairs shall be the responsibility of the Charterer
and shall be charged as a direct Vessel operating cost.
a) The Charterer shall pay to the Owner for the hire of the Vessel
thirty-seven percent (37%) of the Net Operating Revenues generated by
the Vessel and received by the Charterer through contracts entered
into by the Charterer, calculated on a quarterly basis.
Notwithstanding the foregoing, the hire of the Vessel shall not exceed
the Net Operating Margin. The hire of the Vessel shall commence on and
from the date and hour of her first delivery to the Charterer. Subject
to Clause 9(g) and Clause 18 hereof, such hire shall continue until
the date and hour when the Vessel is redelivered by the Charterer to
the Owner at the termination of this Charter.
c) Within forty-five (45) days after the end of each calendar quarter
(i.e., March 31, June 30, September 30 and December 31), the Charterer
shall provide a report outlining the calculation of the hire pursuant
to Clause 7(a) hereof and the Supplemental Hire pursuant to Clause
7(e) hereof, and the deduction of any unpaid amounts owed to the
Charterer by the Owner pursuant to this Charter, for the preceding
quarter. Payment of hire and the Owner's share of the Supplemental
Hire shall be made by the Charterer to the Owner's bank account at
Southwest Bank of Texas N.A., Houston, Texas or to such other place as
may be designated in writing by the Owner and agreed to by the
Charterer and shall be by electronic funds transfer.
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d) The Charterer shall deduct the Management Fees from the Net Operating
Revenues (or the Working Capital Account, if there are insufficient
Net Operating Revenues) during periods other than the Make Ready
Period, and from the escrow account described in Clause 2(d) hereof
during the Make Ready Period, on a monthly basis. The Management Fee
shall be equal to U.S.$2,000 per day for any period of time after the
Make Ready Period described in Clause 2(c) hereof during which the
Vessel (i) is entitled to payment of a dayrate under a drilling or
workover contract, (ii) is being mobilized to or from a safe anchorage
in connection with such a contract, (iii) is off hire but waiting to
commence a contract that has been executed or otherwise committed to,
or (iv) is Warm Stacked (for the first thirty (30) days of such Warm
Stacked status). After the first thirty (30) days of Warm Stacked
status, and during the Make Ready Period, the Management Fee shall be
equal to U.S.$1,500 per day.
e) SUPPLEMENTAL HIRE
v) In the event that this Charter terminates for any reason prior to
the expiration of any quarter, Supplemental Hire shall be payable
by the Charterer to the Owner based on the period from the
beginning of the then current calendar quarter up to the time of
such termination. As soon as practicable after such termination,
the Charterer shall provide a report for such period, and the
Supplemental Hire shall be payable to the Owner within ten (10)
days of delivery of such report and receipt of funds from the
Charterer's customer.
f) Should the Vessel be a Total Loss (as defined in Clause 9(f) hereof),
all hire shall cease from the date and time of such Total Loss.
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8) MORTGAGE
a) During the Charter period, the Vessel shall be kept insured by the
Charterer with the coverages specified in the attached Exhibit 1 and
as required by MARAD as set forth above. All such insurance related to
the operation of the Vessel shall be provided by the Charterer;
provided, however, that the cost thereof and the cost of any and all
deductibles and self-insured retentions that are not reimbursed by
underwriters shall be charged as direct Vessel operating costs
hereunder.
c) The Charterer shall, subject to the approval of the Owner and the
underwriters, effect all insured repairs and shall undertake
settlement of all costs in connection with such repairs as well as
insured charges, expenses and liabilities (reimbursement to be secured
by the Charterer from the underwriters) to the extent of coverage
under the insurances herein provided for. Any expense of any loss or
casualty, including deductibles and self-insured retentions, not
reimbursed by underwriters pursuant to this Clause shall be charged as
direct Vessel operating costs.
d) The Charterer shall remain responsible for and shall effect repairs
and settlement of costs and expenses incurred thereby in respect of
all other repairs not covered by the insurances and/or not exceeding
any possible franchise(s) or deductibles provided for in the
insurances.
h) Each party shall upon the request of the other party, promptly execute
such documents as may be reasonably required to enable such requesting
party to abandon the Vessel to insurers and claim a constructive total
loss.
i) For the purpose of insurance coverage against marine and war risks
under the provisions of this Clause 9, the value of the Vessel is the
sum indicated in Box 27.
j) In the event the Vessel is used in locations other than the United
States Gulf of Mexico, the Charterer shall provide political risk and
other insurance as required by MARAD, and to comply with all
applicable laws and regulations concerning liabilities for personal
injury to the crew or to others, to comply with local pollution laws
and to comply with such other laws and regulations which may be
applicable.
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10) REDELIVERY
d) The Vessel upon redelivery shall have her survey cycles up to date and
class certificates valid for at least six (6) months following the
date of redelivery.
a) The Charterer will not suffer, nor permit to be continued, any lien or
encumbrance incurred by it or its agents, which might have priority
over the title and interest of the Owner in the Vessel.
b) The Charterer shall indemnify and hold the Owner harmless against any
lien of whatsoever nature arising upon the Vessel during the Charter
period while she is under the control of the Charterer, and against
any claims against the Owner arising out of or in relation to the
operation of the Vessel by the Charterer. Should the Vessel be
arrested by reason of claims or liens arising out of her operation
hereunder by the Charterer, the Charterer shall at its own expense
take all reasonable steps to secure that within a reasonable time the
Vessel is released and at its own expense put up bail to secure
release of the Vessel.
c) The Owner shall indemnify and hold the Charterer harmless against any
lien of whatsoever nature arising out of its acts or omissions
relating to its ownership of the Vessel during the Charter period and
against any claims against the Vessel or the Charterer arising out of
or in relation to the ownership of the Vessel by the Owner. Should the
Vessel be arrested by reason of claims or liens arising out of the
acts or omissions of the Owner, the Owner shall at its own expense put
up bail to secure release of the Vessel. The parties, however,
acknowledge that the Vessel is and shall continue to be mortgaged to
MARAD.
12) LIEN
13) SALVAGE
All salvage performed by the Vessel shall be for the joint benefit of
the Charterer and the Owner and the cost of repairing damage
occasioned thereby shall be borne by them jointly. The Vessel shall be
off hire during any salvage operations involving property other than
that owned or contracted for by the Charterer.
The Charterer shall not assign this Charter nor sub-demise the Vessel
except to any Affiliate or subsidiary of the Charterer without the
prior written consent of the Owner, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, the Owner
acknowledges that the Charterer intends to enter into contracts with
third parties for the use of the Vessel in connection with various
well operations on behalf of such third parties, and agrees that none
of such contracts shall constitute an assignment or sub-demise of this
Charter. The Owner may assign the proceeds of this Charter to MARAD as
security pursuant to the Security Agreement between the Owner and
MARAD.
18) REQUISITION/ACQUISITION
19) WAR
a) Unless the consent of the Owner be first obtained, the Vessel shall
not be ordered nor continue to any place or on any voyage nor be used
on any service which will bring her within a zone which is dangerous
as the result of any actual or threatened act of war, hostilities,
warlike operations, acts of piracy or of hostility or malicious damage
against it 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 (a "War Zone"), 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 it 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 Ruler. If required by MARAD
or reasonably requested by Owner, war risk insurance shall be
obtained, the premium cost thereof to be charged as a direct Vessel
operating cost.
b) 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 otherwise 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.
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b) The Owner and the Charterer agree that any and all disputes,
differences, claims, counterclaims, demands, causes of action,
controversies, questions and other matters (collectively, a "Dispute")
between the Owner and the Charterer shall be resolved by binding
arbitration, whether a Dispute sounds in contract, tort or otherwise,
at law or in equity, under state or federal law, whether provided by
statute or common law, and whether for damages or any other relief.
d) The parties shall use their best efforts to have the arbitral
proceeding concluded and a judgment rendered by the arbitrator within
sixty (60) days of the initiation of the arbitration proceeding. All
arbitration proceedings shall be conducted in English in Houston,
Texas in accordance with the rules existing as of the date hereof of
the American Arbitration Association. The arbitrator shall decide all
issues regarding the Dispute, including the validity, construction and
interpretation of this arbitration provision and this Charter, and all
procedural aspects of the arbitration conducted pursuant to this
provision, including, without limitation, determination of the issues
that are subject to arbitration (I.E., arbitrability), the scope of
the arbitral issues, allegations of fraud, waiver, latches, delay
or other defenses of arbitrability, and the rules governing conduct of
the arbitration (including, without limitation, the time for filing
and answer, the time for filing of counterclaims, the times for
amending the pleadings, the specificity of the pleadings, the extent
and scope of discovery, the issuance of subpoenas, the times for the
designation of experts, the receipt of evidence, and the award of
attorneys' fees as provided herein and by applicable law). The parties
agree that the arbitrator shall have no authority to award and the
parties shall have no right to receive (whether through arbitration or
court proceedings) and hereby waive any and all rights to, treble,
exemplary, consequential or punitive damages of any type under any
circumstances, regardless of whether such damages may be available
under applicable law, the law of any other state, or federal law, or
under the rules of the American Arbitration Association. The decision
of such arbitrator shall be final and non-appealable, and judgment
upon any award rendered by the arbitration may be entered in any court
having jurisdiction over the party against whom the judgment is sought
to be enforced.
The term of this Charter shall commence upon execution and delivery of
this Charter by the parties, and shall terminate at 12:00 Midnight, on
the date eighteen (18) months after the date on which the Vessel
arrives on the first location pursuant to a contract entered into by
the Charterer for utilization of the Vessel. The term shall
automatically be extended for additional one (1) year periods, until
either party gives written notice to the other party of non-renewal
not less than ninety (90) days prior to the end of the then current
term. The term of this Charter shall be the initial term plus any
extension of this Charter pursuant to the foregoing automatic
renewals.
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22) TAXES
a) The Owner assumes full and exclusive liability and shall make its
Affiliates similarly liable, to timely file all returns and promptly
pay when due all taxes based on income or profits imposed by any
governmental entity having jurisdiction to levy such charges in
connection with the Charter's compensation to the Owner under this
Charter or otherwise in connection with the Owner's operations.
b) The Charterer assumes full and exclusive liability, and shall make its
Affiliates similarly liable, to timely file all returns and promptly
pay when due all taxes based on income or profits imposed by any
governmental entity having jurisdiction to levy such charges in
connection with the Charterer's income in connection with this Charter
or otherwise in connection with the Charterer's operations.
c) Any sales tax, lease tax, value added tax, property tax, turnover tax,
customs duties, import and export tax, and similar taxes imposed on
the Vessel or the operation thereof in connection with this Charter
that are not paid to the Charterer by its customers pursuant to their
contractual obligations, shall be paid by the Charterer and charged as
a direct Vessel operating cost.
23) REPRESENTATIONS
a) Owner represents that it will make its best efforts to obtain all
necessary approvals from the Shipyard to allow the Charterer access to
the facilities for the purpose of performing the Make Ready work.
b) The Owner represents that the Vessel has not been chartered,
contracted, or otherwise committed in any way for the use of, or to
provide services to, any person or entity other than the Charterer.
24) CONDITIONS
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25) NOTICES
Each party shall have the right to change its address for notice by
the giving of fifteen (15) days prior written notice thereof to the
other party hereto.
26) CURRENCY
Signature (Owners)
Signature (Charterer's)
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