Uniform Time Charter Party Agreement for Offshore Service Vessel 'Midnight Hunter' between Cable Shipping Inc. and Torch Offshore Inc.

Exhibit 10.46

1.	Place and date				UNIFORM TIME CHARTER PARTY
					FOR OFFSHORE SERVICE VESSELS
CARDINGTON ENGLAND, 28 JANUARY 2004					CODE NAME: “SUPPLYTIME 89”
									PART I
2.	Owners/Place of business (full style, address and telex/telefax no.) (Cl. 1(a))			3.	Charterers/Place of business (full style, address and telex/telefax no.) (Cl. 1(a))
CABLE SHIPPING INC. 60 BROAD STREET MONROVIA LIBERIA				TORCH OFFSHORE INC. 401 WHITNEY AVENUE, SUITE 400 GRETNA LOUISIANA 70056 USA
4.	Vessel’s name (Cl. 1(a))			5.	Date of delivery (Cl. 2(a))			6.	Cancelling date (Cl. 2(a) and (c))
MIDNIGHT HUNTER					30 JANUARY 2004			10 FEBRUARY 2004
7.	Port of place of delivery (Cl. 2(a))			8.	Port or place of redelivery/notice of redelivery (Cl. 2(d))
	ALONGSIDE NEW ORLEANS PORT				(i)	Port or place of delivery
					ALONGSIDE NEW ORLEANS PORT
					(ii)	Number of days notice of redelivery
					30 DAYS APPROX/15-10-5-3-2-1 DEFINITE DAYS
9.	Period of hire (Cl. 1(a))			10.	Extension of period of hire (optional) (Cl. 1(b))
	FROM VESSEL’S DELIVERY UNTIL 2ND SEPTEMBER 2005				(i)	Period of extension
					3 x 6 MONTHS (SEE ALSO BOX 20)
					(ii)	Advance notice for declaration of option (days)
					1ST OPTION TO BE DECLARED BY 30 APRIL 2005, 2ND OPTION TO BE DECLARED BY 2ND SEPTEMBER 2005, 3RD OPTION TO BE DECLARED BY 2ND MARCH 2006.
11.	Automatic extension period to complete voyage or well (Cl. 1(c))			12.	Mobilisation charge (lump sum and when due) (Cl. 2.(b)(i))
	(i)	Voyage or well (state which)			(i)	Lump sum
		AS REQUIRED FOR WORK IN PROGRESS				N/A
	(ii)	Maximum extension period (state number of days)			(ii)	When due
		30 DAYS				N/A
				13.	Port of place of mobilisation (CI.2(b)(i))
						N/A
14.	Early termination of charter (state amount of hire paybale) (Cl. 26(a))			15.	Number of days’ notice of early termination (Cl. 26(a)			16.	Demobilisation charge (lump sum) (Cl. 2(e) and Cl. 26(e))
		N/A				N/A			N/A
17.	Area of operation (Cl. 5(a))			18.	Employment of vessel restricted to (state nature of service(s)) (Cl. 5(a))
WORLD WIDE WITHIN INSTITUTE WARRANTY LIMITS				AS SUPPORT FOR PIPELAY, SUBSEA CONSTRUCTION AND OIL FIELD MAINTENANCE OPERATIONS, ALL ACTIVITIES TO BE INCLUSIVE OF DIVING, ROV AND SURVEY, AS DIRECTED BY THE CHARTERERS, BUT ALWAYS WITHIN THE SAFE CAPABILITIES AND CAPACITIES OF THE VESSEL

(continued)

Printed and sold by Fr. G. Krudzon Ltd., 68 Toldbodgade, DK-1253 Copenhagen K, Telfax +45 33 93 11 84 by authority of the Baltic and International Maritime Conference (BIMCO), Copenagen.

PART II
“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

(ii) Should the Owners agree to the Vessel loading and transporting cargo and/or undertaking any other service for the Charterers en route to the port of delivery or from the port of redelivery, then all terms and conditions of this Charter Party shall apply to such loading and transporting and/or other service exactly as if performed during the Charter Period excepting only that any lump sum freight agreed in respect thereof shall be payable on shipment or commencement of the service as the case may be, the Vessel and/or goods lost or not lost.

(i) Persons other than crew members, other than fare paying, and for such purposes to make use of the Vessel’s available accommodation not being used on the voyage by the Vessel’s Crew. The Owners shall provide suitable provisions and requisites for such persons for which the Charterers shall pay at the rate as stated in Box 26 per meal and at the rate as stated in Box 27 per day for the provision of bedding and services for persons using berth accommodation (see also cls. 50).

(ii) Lawful cargo whether carried on or under deck.

(iii) Explosives and dangerous cargo, whether in bulk or packaged, provided proper notification has been given and such cargo is marked and packed in accordance with the national regulations of the Vessel and/or the International Maritime Dangerous Goods Code and/or other pertinent regulations. Failing such proper notification, marking or packing the Charterers shall indemnify the Owners in respect of any loss, damage or liability whatsoever and howsoever arising therefrom. The Charterers accept responsibility for any additional expenses (including reinstatement expenses) incurred by the Owners in relation to the carriage of explosives and dangerous cargo.

(iv) Hazardous and noxious substances, subject to Clause 12(g), proper notification and any pertinent regulations.

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“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

Officers or the Crew of the Vessel any excess or overtime payments.

The Charterers shall furnish the Master with all instructions and sailing directions and the Master and Engineer shall keep full and correct logs accessible to the Charterers or their agents.

(ii) The Master shall sign cargo documents as and in the form presented, the same, however, not to be Bills of Lading, but receipts which shall be non-negotiable documents and shall be marked as such. The Charterers shall indemnify the Owners against all consequences and liabilities arising from the Master, Officers or agents signing, under the direction of the Charterers, those cargo documents or other documents inconsistent with this Charter Party or from any irregularity in the papers supplied by the Charterers or their agents.

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“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

(i) the carriage of cargo as noted in Clause 5(c)(iii) and (iv);

(ii) quarantine or risk of quarantine unless caused by the Master, Officers or Crew having communication with the shore at any infected area not in connection with the employment of the Vessel without the consent or the instructions of the Charterers;

(iii) deviation from her Charter Party duties or exposure to abnormal risks at the request of the Charterers;

(iv) detention in consequence of being driven into port or to anchorage through stress of weather or trading to shallow harbours or to river or ports with bars or suffering an accident to her cargo, when the expenses resulting from such detention shall be for the Charterers’ account howsoever incurred;

(v) detention or damage by ice;

(vi) any act or omission of the Charterers, their servants or agents.

(ii) All exceptions, exemptions, defences, immunities, limitations of liability, indemnities, privileges and conditions granted or provided by this Charter Party or by any applicable statute, rule or regulation for the benefit of the Owners shall also apply to and be for the benefit of the Owners’ parent, affiliated, related and subsidiary companies, the Owners’ sub-contractors, the Vessel, its Master, Officers and Crew, its registered owner, its operator, its demise charterer(s), their respective employees and their respective underwriters.

(iii) The Owners or the Charterers shall be deemed to be acting as agent or trustee of and for the benefit of all such persons and parties set forth above, but only for the limited purpose of contracting for the extension of such benefits to such persons and parties.

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“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

(ii) The Charterers shall upon request be named as co-insured. The Owners shall upon request cause insurers to waive subrogation rights against the Charterers (as encompassed in Clause 12(e)(i)). Co-insurance and/or waivers of subrogation shall be given only insofar as these relate to liabilities which are properly the responsibility of the Owners under the terms of this Charter Party.

(i) The Charterers shall be responsible for and shall indemnify the Owners against payments made, under any legal rights, to the Master, Officers and Crew in relation to such assistance.

(ii) The Charterers shall be responsible for and shall reimburse the Owners for any loss or damage sustained by the Vessel or her equipment by reason of giving such assistance and shall also pay the Owners’ additional expenses thereby incurred.

(iii) The Charterers shall be responsible for any actual or potential spill, seepage and/or emission of any pollutant howsoever caused occurring within the offshore site and any pollution resulting therefrom, wheresoever it may occur and including but not limited to the cost of such measures as are reasonably necessary to prevent or mitigate pollution damage, and the Charterers shall indemnify the Owners against any liability, cost or expense arising by reason of such actual or potential spill, seepage and/or emission.

(iv) The Vessel shall not be off-hire as a consequence of giving such assistance, or effecting repairs under sub-paragraph (ii) of this sub- clause, and time taken for such repairs shall not count against time granted under Clause 11(c).

(v) The Charterers shall indemnify the Owners against any liability, cost and/or expense whatsoever in respect of any loss of life, injury, damage or other loss to person or property howsoever arising from such assistance.

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“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

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“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

(i) Requisition. — If the government of the state of registry and/or the flag of the Vessel, or any agency thereof, requisitions for hire or title or otherwise takes possession of the Vessel during the Charter Period.

(ii) Confiscation. — If any government, individual or group, whether or not purporting to act as a government or on behalf of any government, confiscates, requisitions, expropriates, seizes or otherwise takes possession of the Vessel during the Charter Period.

(iii) Bankruptcy. — In the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (“the insolvent party”) (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed or if it suspends payment or ceases to carry on business. Provided that this Charter Party may not be terminated by the insolvent party by virtue of this provision.

(iv) Loss of Vessel. — If the Vessel is lost, actually or constructively, or missing, unless the Owners provide a substitute vessel pursuant to Clause 18. In the case of termination, Hire shall cease from the date the Vessel was lost or, in the event of a constructive total loss, from the date of the event giving rise to such loss. If the date of loss cannot be ascertained or the Vessel is missing, payment of Hire shall cease from the date the Vessel was last reported.

(v) Breakdown. — If, at any time during the term of this Charter Party, a breakdown of the Owners’ equipment or Vessel results in the Owners being unable to perform their obligations hereunder for a period exceeding that stated in Box 32, unless the Owners provide a substitute vessel pursuant to Clause 18. For the purposes of this provision Owners shall not be deemed to be unable to perform their obligations hereunder as a result of a breakdown while the Vessel is undergoing maintenance and repair including drydocking during periods of accumulated maintenance allowance under clause 11(c).

(vi) Force Majeure. — If a force majeure condition as defined in Clause 27 prevails for a period exceeding 15 consecutive days. Any Force Majeure situation would not include Charterers equipment.

(vii) Default. — If either party is in repudiatory breach of its obligations hereunder. Provided that this Charter Party may not be terminated by the party in repudiatory breach by virtue of this provision.

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“SUPPLYTIME 89” Uniform Time Charter Party for Offshore Service Vessels

Additional clauses to Bimco Supplytime 89 Charter Party reference CABLE SHIPPING INC. / TORCH OFFSHORE INC. dated Cardington England, 28 January 2004.

2

ANNEX “A” to Uniform Time Charter Party for Offshore Service Vessels
Code Name: Supplytime 89 “-mv MIDNIGHT HUNTER/TORCH — dated Cardington 28 January 2004

Mv “MIDNIGHT HUNTER” (Ex G. MURRAY)(Class 2 DP)

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		RINA USA, Inc.
		Fort Lauderdale Area Office

STATEMENT No. 79019/03/XL/S/fsu

To whom it may concern

For the motor ship named:

“MIDNIGHT HUNTER”

This is to certify that the primary supporting members (beams and girders) of the main deck, aft of frame No. 33, are deemed capable to sustain a linearly distributed cargo load corresponding to an uniform cargo deck load of 10 t/m2.

Issued at Fort Lauderdale				on February 8, 2003

RINA carries out its duties through officers or other persons it considers possess all the requirements of suitability and competence for the tasks which have in any case whatsoever, (even if its opinions are requested on matters not expressly covered by Rules) assume the liabilities pertaining to the designers, been assigned to them. In its capacity as expert RINA only expresses opinions and evaluations of compliance with its own rule requirements and does not, shipowners, builders, test inspectors, shipyards or any person or organization responsible by law or contractually for providing guarantees for all of whom the respective liabilities remain unchanged even in the case of consultative actions by RINA. For what concerns the tasks taken on and carried out directly, other than those delegated, dealt with in the following sentence, RINA is answerable in law terms. Within the context of the tasks under the responsibility of RINA as delegate of the Italian Merchant Marine Ministry, liability can only be recognized in the case of fraud or gross negligence by the officers or the persons encharged. In no case shall the liability, regardless of the amount of damage reported, exceed a value equal to 5 times the total of the fees received by RINA as consideration of the services rendered from which the damage reported derives.

ANNEX “B” to Uniform Time Charter Party for Offshore Service Vessels Code Name: “SUPPLYTIME 89” — MV MIDNIGHT HUNTER / TORCH — dated January 28 2004

INSURANCE

ANNEX “C” to Uniform Time Charter Party for Offshore Service Vessels Code Name: “SUPPLYTIME 89” MV MIDNIGHT HUNTER/TORCH – dated 28 January 2004

AGREEMENT FOR MUTUAL INDEMNITY AND WAIVER OF RECOURSE

(Optional, only applicable if stated in Box 28 in PART I)