To: GulfMark Rederi AS (the "Borrower")
Exhibit 10.4
Page 1 of 5
To: GulfMark Rederi AS (the "Borrower")
Xxxxxxxxxx 0
N-4307 Sandnes
Norway
Attention: Chief Financial Officer
Copy: GulfMark Offshore, Inc. (the “Parent Guarantor”)
000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxx, Xxxxx 000
Houston, Texas 77024
United States
Attention: Chief Financial Officer
GulfMark UK Ltd. (the “UK Guarantor” and, together with the Borrower and the Parent
Guarantor, “you”)
95 Aldwych
London
WC2B 4JF
Attention: Chief Financial Officer
Bergen, 12 May 2017
Dear Sirs,
GULFMARK REDERI AS – NOK 600,000,000 SECURED REVOLVING CREDIT FACILITY AGREEMENT DATED 27 DECEMBER 2012 (as later amended and restated, the "Agreement")
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1. |
Introduction |
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1.1 |
Reference is made to the Agreement. Terms used in this support letter extension (the "Extension Letter") shall, unless defined herein, have the same meaning ascribed to such terms in the Agreement. |
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1.2 |
Reference is also made to the interim utilisation letter dated 17 March 2017 (the "Interim Utilisation Letter"), under which we agreed to let you draw down USD 10,000,000 subject to certain terms as set out therein. |
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1.3 |
Reference is also made to the letter agreement dated 14 April 2017 (the “Support Letter”), under which we agreed to abstain from exercising any remedies in respect of the Enumerated Defaults (as defined therein) during the Support Period (as defined therein) on the terms contained in the Support Letter. |
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1.4 |
Reference is also made to the support letter extension dated 28 April 2017, under which we agreed to extend the Support Period to end on the earlier of (x) 11:59 p.m. (New York Time) 12 May 2017 or (y) the occurrence of any Early Termination Event (as defined in the Support Letter). |
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1.5 |
You have requested, and the Lender has agreed to abstain from exercising any remedies in respect of the Enumerated Defaults during the Extended Support Period (as defined below) on the terms contained in this Extension Letter. |
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2. |
THE EXTENDED Support Period |
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2.1 |
During the Extended Support Period, the Lender hereby agrees to waive each Default and/or Event of Default which is an Enumerated Default (and, during the Extended Support Period, to abstain from exercising any rights or remedies under the Finance Documents as a result of any such Default and/or Event of Default which is an Enumerated Default). |
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2.2 |
The “Extended Support Period” is the period beginning on the date hereof and ending on the earlier of (x) 11:59 p.m. (New York Time) 21 May 2017 or (y) the occurrence of any Early Termination Event (as defined in the Support Letter). |
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3. |
ENUMERATED DEFAULTS |
The Enumerated Default definition as defined in Clause 3.1 of the Support Letter is hereby amended by adding the following language:
(i) An Event of Default under Clause 23.1.6 (Insolvency) of the Agreement insofar as it arises as a result of the Parent Guarantor commencing proceedings under Chapter 11 of the United States Bankruptcy Code.
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4. |
Conditions Precedent |
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4.1 |
The effectiveness of this Extension Letter is subject to the satisfaction, or waiver by the Lender, of the following conditions: |
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(a) |
this Extension Letter shall be duly countersigned by the Borrower, the Parent Guarantor and the UK Guarantor; |
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(b) |
the Parent Guarantor and the Borrower have confirmed, by countersigning this Extension Letter, their acceptance to the Lender engaging Xxxxxx, P.A. as its Delaware local legal counsel, and that Borrower and the Parent Guarantor shall be jointly and severally liable for all legal fees and costs reasonably incurred by the Lender from such engagement; |
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(c) |
the Parent Guarantor shall have paid, in cash, all outstanding costs and expenses of the Lender incurred prior to the date of this Extension Letter, including (i) all invoiced fees and disbursements of its legal advisors, Xxxxxx Xxxxxxx & Xxxx LLP, Advokatfirmaet Thommessen AS, and Ince & Co LLP (including the invoice dated 10 May 2017), (ii) all invoiced fees and expenses of Guggenheim Partners LLC (including the invoice dated 10 May 2017), and (iii) all agreed retainers of Xxxxxx, P.A. (retainer being in the amount of $45,000); and |
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(d) |
the Parent Guarantor shall have entered into extended forbearance or support agreements with respect to (i) the RBS Facility and (ii) the 2022 Notes, in each case, in form and substance reasonably acceptable to the Lender (each, a “Third Party Extended Forbearance Agreement”). |
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5. |
TOLLING OF TIME PERIODS |
The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of actions that the Agent or any Lender may be entitled to take or bring to enforce its rights and remedies against you are, to the fullest extent permitted by law, tolled and suspended during the Extended Support Period.
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6. |
COUNTERPARTS |
This Extension Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Extension Letter.
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7. |
GOVERNING LAW, JURISDICTION AND ENFORCEMENT |
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7.1 |
This Extension Letter and any non-contractual arrangements arising out of or in relation to it shall be governed by Norwegian law. |
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7.2 |
This Extension Letter shall be a Finance Document and Clause 31 (Governing law and enforcement) shall apply mutatis mutandis in respect of this Extension Letter |
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Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance of this Extension Letter below.
[signature pages to follow]
| Yours faithfully | |||
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for and on behalf of DNB Bank ASA |
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/s/ Xxxxxx X. Xxxxxx |
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/s/ Xxxxxxxx Xxxxxxx |
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Name: Xxxxxx X. Xxxxxx |
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Name: Xxxxxxxx Xxxxxxx |
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Title: Vice President |
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Title: Senior Vice President |
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Accepted and agreed by:
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For and on behalf of GulfMark Rederi AS
/s/ Xxxxxxx X Xxxxx _________________________ Name: Xxxxxxx X Xxxxx Title: President & Chief Executive Officer
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For and on behalf of GulfMark Offshore, Inc.
/s/ X. Xxxxxxxx _________________________ Name: X. Xxxxxxxx Title: Executive Vice President & CFO
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For and on behalf of GulfMark UK Ltd.
/s/ X. Xxxxxxxx _________________________ Name: X. Xxxxxxxx Title: Executive Vice President & CFO
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