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EXHIBIT 10.20
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 GUARANTOR)
THE CHASE MANHATTAN BANK
(AS LENDER)
- AND -
GULFMARK OFFSHORE, INC.
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DEED OF RELEASE AND SUBSTITUTION RELATING TO A
L.3,300,000 FACILITY AGREEMENT 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 "Guarantor");
(6) THE CHASE MANHATTAN BANK having its principal place of business in the
UK at Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX; (the "Bank");
(7) 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 Guarantor").
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WHEREAS:
(A) Pursuant to an Agreement and Plan of Merger dated 5th December 1996
between the Guarantor, the New Guarantor and others, the Guarantor and
New Guarantor 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 Guarantor's obligations contained in a
L.3,300,000 Facility Agreement 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 Guarantor, and the Bank (the "Facility Agreement") and
referred to below are to be assumed by the New Guarantor;
(C) As provided for in the Facility Agreement the Guarantor wishes to
obtain the Bank and Borrowers' agreement to its release as Guarantor,
and replacement by the New Guarantor as detailed below.
NOW IT IS HEREBY AGREED as follows:
1. GUARANTOR'S RELEASE
1.1 Subject to clause 4.1, in consideration of the covenant entered into
by the New Guarantor in clause 2, the Bank and Borrowers hereby
irrevocably release and forever discharge the Guarantor 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 4.1, the Guarantor is, on and as from the Closing
Date, released from all its obligations and liabilities in respect of
all damages, actions, proceedings,
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costs, claims, demands and expenses arising from such obligations and
liabilities in respect of or arising from or under the terms of the
Facility Agreement which such obligations and liabilities shall be
assumed by the New Guarantor in accordance with clause 4.1.
2. NEW GUARANTOR'S COVENANT
2.1 The New Guarantor hereby covenants with the Bank that, as from the
Closing Date, it will, throughout the term of the Facility Agreement,
duly perform and observe all the Guarantor's covenants and obligations
in accordance with the terms contained therein and specifically
acknowledges its obligations as Guarantor under the Facility Agreement
and the terms and provisions of the guarantee contained in clause 22
thereof.
3. NEW GUARANTOR'S REPRESENTATIONS
3.1 Clauses 16.1, 16.2 and 16.3 of the Facility Agreement are deemed to be
incorporated herein save that the New Guarantor shall be deemed to be
included within the definition of "Obligors". All other terms are
defined as in the Facility Agreement.
4. ACCRUED RIGHTS
4.1 Nothing in this Deed shall waive or be deemed to waive any breach of
the obligations of the Guarantor 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 Bank and the
Borrowers at the date hereof shall also be assumed by the New
Guarantor.
4.2 Save as provided herein, the provisions of the Facility Agreement
shall remain in full force and effect as if the New Guarantor were
party to the Facility Agreement.
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5. FEES AND COSTS
5.1 The New Guarantor 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 Bank in connection therewith.
6. LAW & JURISDICTION
6.1 Clause 38 of the Facility Agreement is deemed to be incorporated
herein save that the New Guarantor shall be deemed to be included
within the definition of "Obligor". All other terms are as defined in
the Facility Agreement.
7. COUNTERPARTS
7.1 This deed may be executed in counterparts, each of which shall be an
original, but all 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. )
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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. )
Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of GULFMARK )
INTERNATIONAL, INC. )
Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of THE CHASE )
MANHATTAN BANK )
Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of GULFMARK )
OFFSHORE, INC. )
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