SHIPBUILDING CONTRACT

Construction Agreement

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GULFMARK OFFSHORE INC

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Title: SHIPBUILDING CONTRACT
Date: 3/10/2006
Industry: OILSRV Sector: ENERGY

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exv10w27

Exhibit 10.27

SHIPBUILDING CONTRACT

Between

And

Hull No.

Page 1

LIST OF CONTENTS


		Definitions

Article 1		Description and Class

Article 2		Contract Price and Terms of Payment

Article 3		Adjustment of Contract Price

Article 4		Approval of Plans and Drawings and Inspection during Construction

Article 5		Modifications

Article 6		Trials and Acceptance

Article 7		Delivery

Article 8		Delays and Extension of Time for Delivery (Force Majeure)

Article 9		Warranty of Quality

Article 10		Rescission by Owner

Article 11		Owner’s Default

Article 12		Insurance

Article 13		Law and Dispute Resolution

Article 14		Right of Assignment

Article 15		Taxes and Duties

Article 16		Patents, Trademarks, copyrights, etc

Article 17		Owner Furnished Equipment

Article 18		Notice

Article 19		Interpretation

Article 20		Effective Date of Contract

Article 21		Indemnities/Liabilities

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This CONTRACT, entered into this ___ by and between., a corporation organised and existing under the laws of Singapore, having its principal office at (hereinafter called the “Builder”), the party of the first part, and a corporation organised and existing under the laws of Delaware having its principal office at (hereinafter called the “Owner” or “Buyer”), the party of the second part,

WITNESSETH:

In consideration of the mutual covenants herein contained, the Builder agrees to erect, launch, equip and complete at its premises, in Singapore (hereinafter called the “Shipyard”) and sell and deliver to the Owner one (1) unit of Anchor Handling Tug/Supply vessel more fully described in Article 1 hereof (hereinafter called the “Vessel”), and the Owner agrees to purchase and take delivery of the Vessel from the Builder and to pay for the same, all upon the terms and conditions hereinafter set forth.

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DEFINITIONS

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

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

2.		“Parties” shall mean the Builder and the Owner or Buyer.

3.		“Classification Society” shall mean American Bureau of Shipping.

4.		“Contract Price” shall mean price in Article 2 subject to adjustment only in accordance with Articles 3 and 5 of this Contract.

5.		“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 6 and 7.

6.		“Owner’s Loose Supplies” shall mean loose items to be furnished by the Owner as referred to in the Contract, and as per Exhibit “D”.

7.		“Sea Trials” shall have the meaning set forth in Article 6 hereof.

8.		“Builder’s Bank” shall mean:

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

9.		“Owner’s Bank” shall mean:

TBD

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

10.		“Representatives” 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 4 hereof.

11.		“Specification” shall mean ___dated ___, signed by both Parties and forming an integral part of the Contract.

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

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13.		“Working Days” shall mean days other than Sundays and public holidays on which banks are open for business in Singapore.

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

15.		“Effective Date” shall mean the date when the Contract becomes effective pursuant to Article 20.

16.		“Vessel” shall mean the New Building under Hull 310 as defined in the Contract and Specification.

17.		“Delivery Date” shall mean the date when the completed Vessel shall be delivered, as per Article 7, subject to modifications only in accordance with this Contract.

18.		“Owner’s Furnished Equipment” (hereinafter shall be referred to as “OFE”) shall mean all the equipment to be supplied by the Owner as per Exhibit “G”.

19.		“Corporate Guarantee” shall mean the Letter to be executed separately by the Builder and the Owner as per Exhibit H.

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ARTICLE 1 — DESCRIPTION AND CLASS

1.1		Description:

		The Vessel shall have the Builder’s Hull No. and shall be constructed, equipped and completed in accordance with the provisions of this Contract, and the Specifications and the General Arrangement Plan (herein collectively called the “Specifications”) signed by each of the Parties hereto for identification and attached hereto and made an integral part hereof.

1.2		Dimensions and Characteristics:

		Aside from the usual stability booklet, the Builder shall produce loading curves for different combination of cargoes for safe operation as approved by ABS as per Exhibit J

		The details of the above particulars as well as the definitions and method of measurements and calculations are as indicated in the Specifications.

1.3		Classification, Rules and Regulations:

		The Vessel, including its machinery, equipment and outfittings shall be constructed in accordance with the rules (the edition and amendments thereto which will enter into force on the date of this Contract and under special survey of American Bureau of Shipping (herein called the “Classification Society”), and shall be distinguished in the register by the symbol of .

		Decisions of the Classification Society as to compliance or non-compliance with the classification shall be final and binding upon both parties hereto.

		The Vessel shall also comply with the rules, regulations and requirements of other regulatory bodies as described in the Specifications in effect as of the date of this Contract. Any rules and regulations known at the Contract date to be coming into force prior to delivery date are also to be included.

		All fees and charges incidental to the classification and with respect to compliance with the above-referred rules, regulations and requirements for OFE shall be for account of the Owner.

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1.4		Subcontracting:

		The Builder may at its sole discretion and responsibility, subcontract any portion of the construction work of the Vessel. The Owner has the right to audit all Builder’s subcontractors, and be granted full access to their premises for inspection and testing. Notwithstanding, any such sub-contracting the builder shall remain responsible for compliance with obligations of this contract as if there had been no such sub-contracting.

1.5		Registration:

		The Vessel shall be registered by the Owner at its own cost and expense.

1.6		Protection of Equipment:

		The Builder warrants that all reasonable efforts will be made to protect equipment during storage, installation and after placement in the hull.

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ARTICLE 2 — CONTRACT PRICE AND TERMS OF PAYMENT

2.1		Contract Price:

		The Contract Price of the Vessel is net receivable by the Builder, and shall be subject to upward or downward adjustment, if any, as hereinafter set forth in this Contract and as per Exhibit I.

		All costs and fees, including taxes concerning payment imposed by authorities inside/outside Singapore, incurred or imposed by reason of the transfer of funds to the Builder referred to in paragraphs below hereof shall be borne by the Owner.

2.2		Terms of Payment:

		The Contract Price shall be due and payable by the Owner to the Builder in the instalments as follows:

	a)		First Instalment:

			percent of the Contract Only shall be due and payable within Five (5) business days of Contract signing and after receipt of faxed copy of the signed Corporate Guarantee, or within Two (2) business days of receipt of the original Corporate Guarantee, whichever is the later. The Corporate Guarantee will be in the form as per Exhibit H.

	b)		Second Instalment:

			percent of the Contract price shall be paid when the keel has been laid but in any case not earlier than 4.months after the Contract Date.

	c)		Third instalment:

			percent of the Contract price shall be paid upon delivery of the four (4) main-engines to Builder’s premise or hull fully plated whichever is the earlier, but in any case not earlier than 8 months after the Contract Date.

	d)		Fourth instalment:

			percent of the Contract price, shall be paid upon launching of the Vessel, but in in any case not earlier than 12 months after the Contract Date.

	e)		Fifth instalment:

			percent of the Contract price, plus any increase or minus any decrease due to adjustments of the Contract Price under and pursuant to the provisions of this Contract, shall be due and payable upon Delivery of the Vessel.

2.3

Method of Payment:

	2.3.1		In respect of the 1st instalment, the Owner shall pay the Builder the same within 5 Working Days from the date of the Contract and the Owner shall furnish to the Builder an irrevocable and unconditional Corporate

			Guarantee (hereinafter called the “Corporate Guarantee”) duly executed and issued within 5 working days by a guarantor acceptable to the Builder, covering and guaranteeing the due performance of the Owner’s obligations under

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this Contract including, but not limited to, the payment of the Contract Price and taking delivery of the Vessel in accordance with the provisions of this Contract and substantially in the form annexed hereto as Exhibit H. This Corporate Guarantee shall continue in full force and effect until the full performance of the Owner’s obligations under this Contract.

2.3.2

The Owner shall pay the Builder the 2nd, 3rd, 4^th, and 5^th Instalments upon presentation of the following respective documents:

	a)		in respect of the 2^nd instalment, payment within three (3) Working Days of the date of presentation of stage certificate signed by Classification Society’s, and Builder’s representatives stating that the keel laying of the Vessel has been laid in the form set out in Exhibit F and a signed commercial invoice relating to the 2^nd instalment; but not earlier than 4 months after Contract date.

	b)		in respect of the 3^rd instalment, payment within three (3) Working Days of the date of presentation of stage certificate signed by Classification Society’s, and Builder’s representatives stating that the main engines have arrived to the Builder’s premises or hull are fully plated whichever is the earlier in the form set out in Exhibit F and a signed commercial invoice relating to the 3^rd instalment; but not earlier than 8 months after Contract date.

	c)		in respect of the 4^th instalment, payment within three (3) Working Days of presentation of stage certificate signed by Classification Society’s, and Builder’s representatives stating that the Vessel has being launched in the form set out in Exhibit F and a signed commercial invoice relating to the 4^th instalment, but not earlier than 12 months after the Contract date.

	d)		in respect of the 5^th instalment, payment shall be made on Delivery of the Vessel in accordance with Article 7, presentation of a Protocol of Delivery and Acceptance of Vessel signed by both the Owner’s and the Builder’s representatives in the form set out in Exhibit E, and a signed commercial invoice relating to the 5^thinstalment.

All amounts due and owing to the Builder and/or Owner shall be paid to the Builder and/or Owner before the Vessel leaves the Shipyard. For any disputed amount, Owner and/or Builder shall place such amount into an interest bearing Bank Account in Singapore in the joint names of the Owner and the Builder until resolution of the dispute. In respect of 2^nd, 3^rd, and 4^th payment, the due date for the payment is the date when the stage certificate is signed by the relevant parties. For 5^th payment, the payment due date is the date when the Protocol of Delivery and Acceptance is signed.

2.4		Payment for Modification

		Any sum due for modifications of this Contract shall be paid as follows;

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a)		50% within 15 days after agreement on modications have been signed.

b)		Balance at delivery of the completed vessel.

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ARTICLE 3 — ADJUSTMENT OF CONTRACT PRICE

The Contract Price shall be subjec