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EXHIBIT 10.34.1
BLANKET TIME CHARTER
This Agreement made and entered into this 9th day of February, 1996,
by and between TIDEWATER MARINE, INC., a Louisiana corporation (hereinafter
called "OWNER") and HORIZON SEISMIC INC., a Texas corporation (hereinafter
called "CHARTERER").
W I T N E S S E T H:
WHEREAS, OWNER, is the demise owner and operator of various offshore
supply, crew and utility vessels (hereinafter sometimes referred to as "vessel
or "vessels"), which vessels are suitably equipped for CHARTERER's offshore
activities in the mineral and oil industry.
WHEREAS, CHARTERER may from time to time desire to time charter one or
more of said vessels for the purpose of performing such marine services in
support of CHARTERER's operations.
NOW, THEREFORE, for and in consideration of the premises and mutual
promises and agreements herein contained, OWNER agrees to time charter and
CHARTERER agrees to hire such of OWNER's vessels as OWNER and CHARTERER shall
designate subject to the following terms and conditions:
I.
CHARTERER shall designate the vessel or vessels it desires from time
to time to hire by notifying OWNER of the particular vessel CHARTERER desires
to hire and by specifying the date that CHARTERER desires the vessel to be
delivered. If OWNER has such a vessel
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available and if the parties reach agreement on the details particular to that
vessel's charter (such as rate of hire), the vessel will be delivered to
CHARTERER in accordance herewith. As soon thereafter as is practicable, OWNER
shall mail to CHARTERER a letter on a form substantially identical to the form
attached hereto as Exhibit "A" which letter shall confirm the details of the
charter of the said vessel as between the parties. Even if OWNER shall fail to
send such letter or CHARTERER fails to acknowledge such letter, this Charter
and the verbally agreed details shall apply to any vessel delivered to
CHARTERER by OWNER in the absence of a separate charter covering such vessel.
II.
It is understood that OWNER is under no obligation to let any of its
vessels and that CHARTERER is under no obligation to hire any of OWNER's
vessels except that which CHARTERER may request or ask for during the term
hereof; it being the intent of the parties hereto that this is a nonexclusive
vessel rental contract, and that no vessel shall be considered let or hired
until same is delivered by OWNER to CHARTERER pursuant to mutual agreement.
III.
The vessel shall be delivered to CHARTERER at the port previously
agreed upon with such modifications as may be agreed for the particular job
involved and being on her delivery properly equipped and in every respect
seaworthy and in good running order and in every way fit and ready for
CHARTERER's use and for the employment intended so far as the exercise
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of due diligence can make her; and OWNER undertakes to so maintain the vessel
during the period of service under this Charter.
The vessel (unless lost) shall, at the termination of each individual
charter hereunder, be redelivered to OWNER at the same port at which it was
accepted by CHARTERER (unless a different port of redelivery is agreed upon).
Throughout the term hereof, OWNER shall maintain in full force and
affect on the vessel any required United States Coast Guard documents and
Inspection Certificates, together with any other documents required of the
vessel.
IV.
For the use of said vessel, CHARTERER shall pay OWNER at the rate
previously agreed upon for each day or each part of a day, beginning on the day
said vessel is delivered to CHARTERER and ending on the day the vessel is
redelivered to OWNER, OWNER shall invoice CHARTERER at 00000 Xxxxxxxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, on or before the first day of the calendar month to
which the invoice relates; and CHARTERER shall pay the amount of such invoice
to OWNER on or before the last day of the calendar month to which the invoice
relates. In the event the vessel is delivered to CHARTERER on any day other
than the first day of the calendar month, OWNER shall, on or before the date of
delivery, invoice CHARTERER for the delivery date and for the number of days
remaining in the calendar month after the delivery date; and CHARTERER shall
pay the amount of such invoice to OWNER on or before the last day of the
calendar month in which delivery took place. If the vessel is lost, payment
shall be made up to and including the date of her loss. Payment shall be made
to
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OWNER, or its assigns, at Xxxx Xxxxxx Xxx 00000, Xxx Xxxxxxx, Xxxxxxxxx 00000,
or elsewhere as designated.
Should CHARTERER contest the amount of any invoice it shall, prior to
the payment due date, notify OWNER in writing of the contested amount and
specify the reason(s) therefor, whereupon payment of the contested amount will
be suspended until settlement of the dispute. The uncontested amount shall,
however, be paid within the term set forth hereinabove.
V.
The vessel shall be used for the lawful movement of materials and
personnel incidental to CHARTERER's operations in seismic operations in the
Gulf of Mexico. For reasons of safety, the vessel shall not be used for live
diving (also known as live boating).
VI
Owner shall man, victual, maintain, navigate and supply the vessel at
its expense. However, CHARTERER shall provide all fuel, oil and greases,
replacement firefighting foam, and potable water for the vessel at its expense,
or CHARTERER may direct OWNER to secure same and reimburse OWNER for the
properly documented cost thereof plus a fifteen (15%) percent handling charge;
provided, however, that CHARTERER shall not be obliged to pay a handling fee
for any consumable items arranged for by OWNER but billed to and paid for by
CHARTERER. Wharfage, port charges, dockage and safe berths will be provided by
CHARTERER at its expense. Except as otherwise agreed, CHARTERER on delivery and
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OWNER on redelivery shall take over and pay the other party for the inventory
of fuel and lubricants aboard the vessel, utilizing then current prices in the
ports of delivery and redelivery, respectively.
VII.
As respects safety, the operation, navigation and management of the
vessel shall be under the exclusive control and command of OWNER. Subject
always to the right of the master to determine whether a movement may be safely
undertaken, the vessel will be operated, and services herein described will be
rendered, at times as requested by CHARTERER's party chief, who shall be in
charge of CHARTERER's seismic operations. OWNER is an independent contractor
and neither it nor its employees nor the master or crew are servants, agents,
or employees of CHARTERER, CHARTERER being interested only in the contemplated
performance of the services herein provided.
The crew will not be required to load or unload cargo or seismic
equipment, other than ship's stores and consumables.
VIII.
CHARTERER may install additional equipment in connection with its
operations, provided that without the written consent of OWNER no structural
changes shall be made. All equipment installed by CHARTERER shall remain its
property and shall be removed by it before redelivery, and the vessel must be
restored to the same condition as it was prior to the installation of equipment
or structural change, all at CHARTERER's expense.
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IX.
OWNER agrees to indemnify and hold harmless CHARTERER of and from all
liens created and imposed on the vessel (except such liens as might arise out
of the obligations imposed herein on CHARTERER) as a result of the xxxxxxx,
operating, victualing, maintaining, supplying, navigating and managing of the
vessel.
X.
Should the vessel breakdown or become inoperative for any cause
attributable to the vessel, other than negligence of CHARTERER or for any cause
attributable to CHARTERER or due to the nature of CHARTERER's seismic
operations and such condition continues for as long as twenty-four (24) hours
in any calendar month (hereinafter referred to as "Compensable Downtime"), the
vessel's agreed rate of hire shall cease for the time thereby lost in excess of
said Compensable Downtime.
Should there be any unused Compensable Downtime from previous
month(s), such time shall be accrued by OWNER and applied to the current month,
or used for regularly drydocking and maintenance, but such Compensable Downtime
shall not exceed a cumulative total of twelve (12) days at any one time. In
addition to said Compensable Downtime, OWNER shall be entitled to perform or
have performed repairs or maintenance on the vessel without reduction of
charter hire, provided that such repairs or maintenance do not interfere with
CHARTERER's operations.
OWNER'S liability to CHARTERER as a result of the vessel breaking down
or becoming inoperative shall be limited to the interruption of charter hire as
set forth above, and OWNER
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shall not be responsible for any resulting consequential or special damages,
including, without limitation, loss of profit or loss of use.
XI.
OWNER shall during the term hereof procure and maintain in effect the
following insurance:
(i) Hull and Machinery Insurance in the amount set forth in the letter
agreement contemplated herein, which is agreed to be the market value
of the vessel, on the American Institute Hull Clauses June 2, 1977
Form, or equivalent, excluding Collision/Towers Liability, with
navigation limits adequate for the vessel's trade, and subject to a
deductible not to exceed $50,000.00 which deductible shall be for
OWNER's account.
(ii) Protection and Indemnity Insurance covering the liabilities of
OWNER in the amount of $2,000,000.00 on the Ocean P & I Clauses SP-23
Form or equivalent, including Collision/Towers Liability and crew
coverage, but excluding Cargo Liability and those risks, if any,
assumed or insured by CHARTERER in this Charter. Such insurance may be
subject to a deductible not to exceed $20,000.00 per occurrence. Such
deductibles shall be for OWNER's account.
The aforesaid policies shall include CHARTERER, in its capacity as
time charterer of the vessel, as an additional assured, but only with respect
to the risks and obligations assumed by OWNER in this Charter, and shall
contain a waiver of subrogation in favor of CHARTERER with respect to such
risks and obligations assumed by OWNER in this Charter. The policies
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shall contain a provision requiring fourteen (14) days notice to CHARTERER from
insurers prior to cancellation or substantial modification of such policies.
CHARTERER shall be provided proper evidence of such instance upon its request.
XII.
CHARTERER shall pay or reimburse OWNER for all permits, clearance
expenses, customs fees, duties (import or otherwise), pilotage fees, agency
fees and related costs which result from CHARTERER's use of the vessel or from
the cargo carried for CHARTERER. CHARTERER shall also pay all taxes applicable
to CHARTERER or to the operation or use of the vessel.
XII.
In order that all operations contemplated herein can be safely
undertaken, especially mooring and anchoring operations, it shall be the
obligation of CHARTERER to provide OWNER or the vessel's master with accurate,
up-to-date flowline charts or other relevant information regarding the location
and existence of sub-sea pipelines, structures, or equipment.
XIV.
Neither CHARTERER, its employees, nor their respective underwriters
shall have any liability for loss of or damage to the vessel or to any other
property owned, rented, leased or used by OWNER in carrying out its operations
under this Charter, or for injury to, illness or death of the crew of the
vessel, employees of OWNER or of the registered owner of the vessel,
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or of the vessel's operator, their contractors or subcontractors or their
employees, however, said loss, damage injury, illness or death arises or
occurs, whether through the negligence in whole or in part of CHARTERER, its
employees, unseaworthiness of the vessel or otherwise; and OWNER shall protect,
defend, indemnify and hold harmless CHARTERER, its employees, and their
respective underwriters from and against any claim, suit, loss, liability,
expense, demand, cost or damage as a result of such loss, damage injury,
illness or death.
Neither OWNER, the registered owner of the vessel, the company
operating the vessel, their employees, the vessel, its master and crew, nor
their respective underwriters shall have any liability for loss of or damage to
any property owned, rented, leased or used by CHARTERER (other than the vessel
itself) in connection with its seismic operations utilizing the vessel
(including all equipment, cargo, and machinery laden upon, carried aboard,
towed by, or installed on the vessel), or for injury to, illness or death of
the personnel or employees of CHARTERER, or CHARTERER's contractors or
subcontractors or their employees (except OWNER, the registered owner of the
vessel, the vessel's operator, their employees, and their contractors and
subcontractors and the employees thereof), however said loss, damage, injury,
illness or death arises or occurs, whether through the negligence in whole or
in part of OWNER, or the registered owner of the vessel, or of the company
operating the vessel, their employees, the master and crew, unseaworthiness of
the vessel or otherwise; and CHARTERER shall protect, defend, indemnify and
hold harmless OWNER, the registered owner of the vessel, the company operating
the vessel, their employees, the vessel, the master and the crew thereof, and
their respective underwriters from and against all claims, suits, losses,
liabilities, demands, costs, damages or expense as a result of such loss,
damage, illness, injury or death.
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Notwithstanding anything to the contrary contained herein, it is
expressly agreed by and between the parties hereto that, regardless of the
negligence on the part of any party hereto or the unseaworthiness of any
vessel, neither such party shall be liable to the other for any punitive,
indirect, incidental, special or consequential damages of any kind or nature
(including, but not limited to, loss of profits, loss of use, loss of hire or
loss of production); and each party hereby agrees to waive its rights of
recourse in this regard against the other party, its affiliated and/or
subsidiary companies, their respective vessels and their respective
underwriters.
XV.
CHARTERER shall have no right, power, or authority to create, incur,
or permit to be imposed upon the vessel any liens whatsoever.
XVI.
If CHARTERER shall fail to perform any of its duties or obligations or
shall violate any of the prohibitions imposed upon it under this Charter, or if
CHARTERER shall be dissolved or be adjudged a bankrupt or shall have a petition
in bankruptcy filed against it, or shall make a general assignment for the
benefit of creditors, or if a receiver shall be appointed for CHARTERER, OWNER
may, without prejudice to any other rights or clams which it may have under
this Charter, withdraw and retake the vessel, wherever the same may be found,
without prior demand and without legal process, and for that purpose may enter
upon any premises where the vessel may be and take possession thereof. OWNER
may bring said vessel to the redelivery point hereinabove provided, at the
expense of CHARTERER. If CHARTERER fails
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to turn over possession and make redelivery, CHARTERER shall indemnify and hold
OWNER harmless against all cost and expense incurred by OWNER in obtaining
possession and making such redelivery.
XVII.
Charter hire is based upon and determined by existing operating costs
as of the date of each individual Charter. Should the term of such Charter
extend for longer than three hundred sixty-five (365) days and the event there
is an increase in any operating costs, OWNER shall have the right to request an
increase in the hire which shall reflect such increased costs. OWNER shall
present its request to CHARTERER in writing with proper support attached. If
CHARTERER fails to agree to the request within thirty (30) days from date
presented, OWNER may cancel such Charter. Any increased charter hire agreed to
shall be effective as of the date of OWNER's request.
XVIII.
At CHARTERER's request, OWNER agrees to furnish food and lodging for
any personnel, other than crew members of the vessel, at the rates reflected in
the letter agreement setting forth the vessel's details of the Charter.
XIX.
All salvage and salvage towage, after payment of out-of-pocket
expenses and awards to the master and crew, shall be divided equally between
the OWNER and CHARTERER.
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XX.
This Charter shall not be construed as a personal contract nor shall
it deprive OWNER, CHARTERER, or the vessel of any right to claim limitation of
liability provided by any statute or law of any country having authority or
jurisdiction over the vessel.
XXI.
This Charter may be terminated by either party on thirty (30) days
notice delivered in writing; provided, however, that such cancellation shall
not be effective as to any vessel which has been delivered to CHARTERER under
the terms hereof until the Charter term stipulated in such vessel's letter
agreement has expired and such vessel is redelivered to OWNER.
XXII.
This Charter and the letter agreement contemplated herein (Exhibit
"A"), including any attachments incorporated therein by reference, shall
constitute the entire agreement between the parties for the charter of vessels
by OWNER to CHARTERER in the absence of a separate time charter on a specific
vessel and the terms and provisions hereof shall ipso facto apply to the
charter of any vessel to CHARTERER by OWNER in the absence of any such separate
time charter on a specific vessel. The terms and provisions of this Charter
shall not, however, be applicable to the charter of any vessel upon which such
a separate time charter is executed. No changes, amendments, or variations of
the terms and conditions shall be valid or binding on the parties hereto in any
respect unless made in writing and signed by both parties hereto. This
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Blanket Time Charter replaces any Blanket or Master Time Charter agreements
which the parties hereto may previously have entered into.
XXIII.
It is agreed that the terms and provisions of this Charter shall be
applicable separately to each and every vessel which OWNER charters to
CHARTERER. Further, this Charter shall be subject to all applicable laws,
orders, rules, regulations, and requirements of any State or Federal Government
or any agency thereof.
XXIV.
Subject to obtaining the prior written approval of the other party,
either party may assign this Charter, but no such assignment shall relieve the
assigning party of any obligation hereunder to the non-assigning party.
XXV.
The provisions of this Charter are separable and severable. If any
provision, item or application of this Charter shall be deemed invalid in whole
or in part, such invalidity shall not affect other provisions, items or
applications of this Charter which can be given effect without the invalid
provision item or application.
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XXVI.
OWNER's address for sending notices under this Charter is X.X. Xxx
00000, Xxx Xxxxxxx, Xxxxxxxxx 00000, and CHARTERER's address for sending
notices under this Charter is 00000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000. Any notices provided for herein shall be deemed to have been given at
the time of mailing when sent by mail addressed to the recipient at the address
hereinbefore stated.
IN WITNESS WHEREOF, the parties hereto have caused this Charter to be
executed by their duly authorized representatives in duplicate original as of
the date first above written.
WITNESSES: CHARTERER HORIZON SEISMIC INC.
/s/ [illegible signature] By: /s/ [illegible signature]
------------------------------- ---------------------------------
Its: Vice President
/s/ [illegible signature]
-------------------------------
OWNER TIDEWATER MARINE, INC.
/s/ [illegible signature] By: /s/ Xxxxxxx Xxxxx
------------------------------- ---------------------------------
Its: Vice President
/s/ [illegible signature]
-------------------------------
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EXHIBIT "A"
___________________________________
___________________________________
___________________________________
___________________________________
Attn:______________________________
Re: Time Charter of M/V_______________
Gentlemen:
Pursuant to the terms and conditions of that certain Blanket Time
Charter dated _____________, entered into by and between Tidewater Marine, Inc.
and ____________, this letter sets forth our understanding and agreement that
the above-captioned vessel, has been chartered subject to the following:
1. Date of delivery, on or about:_________________________________________
2. Location of delivery:__________________________________________________
3. Location of redelivery:________________________________________________
4. Area of Operations/Navigation Limits:__________________________________
5. Minimum term of Charter:_______________________________________________
6. Cancellation after minimum term by: _____________ written notice by
either party.
7. Daily charter rate:____________________________________________________
8. Insured value of vessel:_______________________________________________
9. Meals and lodging rates for non-crew members:__________________________
10. Special provisions:____________________________________________________
Please date and sign the duplicate copy of this letter in acceptance
of the foregoing and return it to us.
Very truly yours,
TIDEWATER MARINE, INC.
_______________________________
_______________________________
Agreed and Accepted
this ______ day of ____________, 199____
By:___________________________
Its:
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