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EXHIBIT 10.22
DATED 30th April 1997
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GULFMARK NORTH SEA LIMITED
GULF OFFSHORE MARINE INTERNATIONAL, INC.
(AS PRINCIPAL BORROWERS)
GULF OFFSHORE N.S. LIMITED
GULF OFFSHORE FAR EAST, INC.
(AS PERMITTED BORROWERS)
GULFMARK INTERNATIONAL, INC.
(AS SPONSOR)
CHASE MANHATTAN INTERNATIONAL LIMITED
(AS AGENT AND SECURITY TRUSTEE)
THE CHASE MANHATTAN BANK
(AS HEDGE COUNTERPARTY)
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
- AND -
GULFMARK OFFSHORE, INC.
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DEED OF RELEASE AND SUBSTITUTION RELATING TO A US$5,800,000 AND
L.9,400,000 SYNDICATED LOAN FACILITY DATED 8TH JULY 1993,
AS AMENDED AND RESTATED BY AN AGREEMENT DATED 20TH MAY 1994 AND
AS AMENDED AND RESTATED BY AN AGREEMENT DATED 20TH OCTOBER 1995
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PEACHEY & CO
00 XXXXXXX
XXXXXX XX0X 0XX
TEL: 0000 000 0000
FAX: 0000 000 0000
REF: DAW/TMF
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DEED OF RELEASE AND SUBSTITUTION dated the 30th day of April 1997 MADE BETWEEN:
(1) GULFMARK NORTH SEA LIMITED a company incorporated under the laws of
England and having its principal place of business at 00 Xxxxxxxxx
Xxxx, Xxxxxx XX00 0XX Xxxxxxx;
(2) GULF OFFSHORE MARINE INTERNATIONAL, INC. a company incorporated
under the laws of Panama and having its principal place of business at
Comosa Building, Xxxxxx Xxxxx Avenue, Panama, Republic of Panama;
(3) GULF OFFSHORE N.S. LIMITED a company incorporated under the laws of
England and having its principal place of business in the UK at 00
Xxxxxxxxx Xxxx, Xxxxxx XX00 0XX;
(4) GULF OFFSHORE FAR EAST, INC a company incorporated under the laws of
Panama and having its principal place of business at Comosa Building,
Xxxxxx Xxxxx Avenue, Panama, Republic of Panama;
(Parties 1, 2, 3 and 4 being together referred to as the "Borrowers")
(5) GULFMARK INTERNATIONAL, INC. a company incorporated under the laws of
the State of Delaware and having its principal place of business at 0
Xxxx Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the "Sponsor");
(6) CHASE MANHATTAN INTERNATIONAL LIMITED having its principal place of
business in the UK at 000 Xxxxxx Xxxx, Xxxxxx, XX0X 0XX; (as "Agent"
and "Security Trustee" under the Facility Agreement (as defined
below)).
As a result of the merger between The Chase Manhattan Bank, N.A. and
Chemical Bank
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in July 1996, Chase Manhattan International Limited assumed the role
of Security Trustee and Agent under the Facility Agreement (as defined
below);
(7) THE CHASE MANHATTAN BANK having its principal place of business in the
UK at 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX (as "Hedge Counterparty" and
"Bank" under the Facility Agreement (as defined below)).
(8) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND a
company incorporated under the laws of Scotland and having its
principal place of business in the UK at International Division,
Xxxxxxx Xxxx Xxxxx, 00 Xxxxxxxxxxx Xxxx, Xxxxxxxxx XX0 0XX (together
with The Chase Manhattan Bank in its capacity as a Bank and together
with each of their successors and assigns the "Banks")
(9) GULFMARK OFFSHORE, INC. a company incorporated under the laws of the
State of Delaware and having its principal place of business at 0 Xxxx
Xxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the "New Sponsor").
WHEREAS:
(A) Pursuant to an Agreement and Plan of Merger dated 5th December 1996
between the Sponsor, the New Sponsor and others, the Sponsor and New
Sponsor have each agreed, inter alia, to enter into a reorganisation
and merger (the "Merger") to be completed on or before 31st March 1997
since extended to 30th April 1997 (the "Closing Date");
(B) The Merger provides that the Sponsor's obligations contained in a
US$5,800,000 and L.9,400,000 Syndicated Loan Facility dated 8th July
1993 as amended and restated by an agreement dated 20th May 1994 and
as amended and restated by an agreement dated 20th October 1995 made
between the Borrowers, the Sponsor, and the Agent and Security Trustee
(as one party but in separate capacities), the Hedge Counterparty and
the Banks
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(the "Facility Agreement") and referred to below are to be assumed by
the New Sponsor;
(C) As provided for in the Facility Agreement the Sponsor wishes to obtain
the agreement of the Agent, the Security Trustee, the Hedge
Counterparty, the Banks and the Borrower, to the Sponsor's release as
sponsor, and replacement by the New Sponsor as detailed below.
NOW IT IS HEREBY AGREED as follows:
1. SPONSOR'S RELEASE
1.1 Subject to clause 3.1, in consideration of the covenant entered into
by the New Sponsor in clause 2, the Agent, the Security Trustee, the
Hedge Counterparty, the Banks and the Borrowers hereby irrevocably
release and forever discharge the Sponsor from all its obligations
contained in, and all its liabilities whatsoever under, the Facility
Agreement or any other deed or document supplemental to the Facility
Agreement (other than this Deed) on and from the Closing Date.
1.2 Subject to clause 3.1, the Sponsor is, on and from the Closing Date,
released from all its obligations and liabilities in respect of all
damages, actions, proceedings, costs, claims, demands and expenses
arising from or under the terms of the Facility Agreement which such
obligations and liabilities shall be assumed by the New Sponsor in
accordance with clause 3.1.
2. NEW SPONSOR'S COVENANT
2.1 The New Sponsor hereby covenants with the each of the Agent, the
Security Trustee, the Hedge Counterparty and the Banks that, as from
the Closing Date, it will, throughout the term of the Facility
Agreement, duly perform and observe all the Sponsor's covenants
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and obligations in accordance with the terms contained therein.
3. ACCRUED RIGHTS
3.1 Nothing in this Deed shall waive or be deemed to waive any breach of
the obligations of the Sponsor which may have occurred prior to the
Closing Date but, for the avoidance of doubt, all damages, actions,
proceedings, costs, claims, demands and expenses arising from any
accrued right of action already vested in any of the Agent, the
Security Trustee, the Hedge Counterparty, the Banks and the Borrowers,
or any of them, at the date hereof shall also be assumed by the New
Sponsor.
3.2 Save as provided herein, the provisions of the Facility Agreement and
each Security Document shall remain in full force and effect as if the
New Sponsor were party to the Facility Agreement.
4. FEES AND COSTS
4.1 The New Sponsor agrees to pay all fees and expenses reasonably
incurred (including but not limited to legal fees) in connection with
the negotiation and execution of this Deed and all other documents
reasonably required by the Agent in connection therewith.
5. LAW & JURISDICTION
5.1 Part 15 of the Facility Agreement is deemed to be incorporated herein
save that the New Sponsor shall be deemed to be included within the
definition of "Obligor". All other terms as defined as in the
Facility Agreement.
6. COUNTERPARTS
6.1 This deed may be executed in counterparts, each of which shall be an
original, but all
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of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF the parties have executed this Deed the day and year first
before written.
Executed as a Deed )
by /s/ XXXXX X. XXXXXXXX )
)
for and on behalf of GULFMARK )
NORTH SEA LIMITED )
Executed as a Deed )
by /s/ XXXXX X. XXXXXXXX )
)
for and on behalf of GULF OFFSHORE )
MARINE INTERNATIONAL INC. )
Executed as a Deed )
by /s/ XXXXX X. XXXXXXXX )
)
for and on behalf of GULF OFFSHORE )
N.S. LIMITED )
Executed as a Deed )
by /s/ XXXXX X. XXXXXXXX )
)
for and on behalf of GULF OFFSHORE )
FAR EAST, INC. )
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Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of GULFMARK )
INTERNATIONAL INC. )
Executed as a Deed )
by /s/ XXXXXXX X. XXXXXXX )
)
for and on behalf of CHASE )
MANHATTAN INTERNATIONAL )
LIMITED )
Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of THE CHASE )
MANHATTAN BANK )
(in its capacity as the Hedge
Counterparty and a Bank)
Executed as a Deed )
by /s/ XXXXXX XXXXXX )
)
for and on behalf of THE GOVERNOR )
AND COMPANY OF THE BANK OF )
SCOTLAND )
Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of GULFMARK )
OFFSHORE, INC. )
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