GUARANTY given by GULFMARK OFFSHORE, INC. in favor of DVB BANK NV, as Security Trustee July 1, 2008Guaranty • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • New York
THIS GUARANTY (this “Guaranty”), dated as of July 1, 2008, is made by GULFMARK OFFSHORE, INC., a corporation organized and existing under the laws of Delaware (the “Guarantor”), in favor of DVB BANK NV, a bank incorporated under the laws of the Kingdom of the Netherlands (“DVB”), as security trustee (the “Security Trustee”) for and on behalf of the Lenders (as such term is defined herein).
SUBORDINATION AGREEMENT among DVB BANK NV, as Agent for the Senior Lenders, DVB BANK NV, as Agent for the Junior Lenders, and RIGDON MARINE CORPORATION, as Borrower July 1, 2008Subordination Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment
THIS SUBORDINATION AGREEMENT dated as of July 1, 2008 among (1) DVB BANK NV (the “Senior Agent”), as agent and security trustee for and on behalf of the lenders (the “Senior Lenders”) party to that certain Senior Loan Agreement (as defined below) among the Senior Agent, the Senior Lenders and the Borrower (as defined below), (2) DVB BANK NV (the “Subordinated Agent”), as agent and security trustee for and on behalf of the lenders (the “Subordinated Lenders”) party to the Subordinated Loan Agreement (as defined below) among the Subordinated Agent, the Subordinated Lenders and the Borrower, (3) the Subordinated Lenders and (4) RIGDON MARINE CORPORATION, a Delaware corporation, as borrower (the “Borrower”).
DELPHIN MARINE LOGISTICS LIMITED JOINT VENTURE AGREEMENT TRINIDAD AND TOBAGOVenture Agreement Trinidad and Tobago • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Tobago
THIS AGREEMENT is made in triplicate the 29th day of February, 2008 among MARINERS HAVEN LIMITED, a company duly incorporated under the Companies Act, Chapter 81:01 of the Laws of the Republic of Trinidad and Tobago, and having a registered office at Level 5 Long Circular Mall, Nos. 51-53 Long Circular Road, St. James in the City of Port-of-Spain in the Island of Trinidad, in the Republic of Trinidad and Tobago (hereinafter called “MHL”) of the First Part, RIGDON MARINE CORPORATION, a corporation incorporated under the laws of the State of Delaware in the United States of America and having its principal place of business at 815 Walker Street, Suite 1001, Houston, Texas, United States of America (hereinafter called “Rigdon”) of the Second Part, and DELPHIN MARINE LOGISTICS LIMITED a company incorporated under the laws of the Republic of Trinidad and Tobago and having its registered office at Level 5 Long Circular Mall, Nos. 51-53 Long Circular Road, St. James in the City of Port-of-Spa
AMENDMENT NO. 1 TO CREDIT FACILITY AGREEMENT dated December 28, 2005 PROVIDING FOR A US$170,000,000 SENIOR SECURED CREDIT FACILITY by and among RIGDON MARINE CORPORATION, as Borrower, DVB BANK NV, as Underwriter, Arranger, Agent, Security Trustee,...Credit Facility Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • New York
This AMENDMENT NO. 1 (“this Amendment”) is dated as of February 28, 2006 and amends and is supplemental to that certain senior secured credit facility agreement (the “Credit Facility Agreement”), dated as of the 28 day of December, 2005, by and among (1) RIGDON MARINE CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), (2) the banks and financial institutions listed on Schedule 1 thereto, as lenders (together with any bank or financial institution which becomes a Lender pursuant to Article 10, the “Lenders”), and (3) DVB BANK NV, (“DVB”), as underwriter, arranger, swap bank, book manager, facility agent for the Lenders (in such capacity, the “Facility Agent”) and security trustee for the Lenders ( in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Facility Agreement.
AMENDMENT NO. 3 TO SENIOR SECURED CREDIT FACILITY AGREEMENT dated December 28, 2005 made among RIGDON MARINE CORPORATION by DVB BANK NV, as Underwriter, Arranger, Book Manager, Facility Agent and Security Trustee, DVB BANK AG, as Swap Bank, and and...Senior Secured Credit Facility Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • New York
THIS AMENDMENT NO. 3 TO SENIOR SECURED CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 1st day of July, 2008 by and among (1) RIGDON MARINE CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), (2) the banks and financial institutions as are listed on the signature pages hereto (together with their respective successors and assigns, the “Lenders”), (3) DVB BANK AG, as swap bank (the “Swap Bank”) and (4) DVB BANK NV (“DVB”), as underwriter, arranger, book manager and facility agent for the Lenders (in such capacity, the “Facility Agent”) and security trustee for the Lenders and the Swap Bank (in such capacity, the “Security Trustee”), and amends and is supplemental to that Senior Secured Credit Facility Agreement dated as of December 28, 2005, as amended by Amendment No. 1 thereto dated as of February 28, 2006 and by Amendment No. 2 thereto dated as of May 9, 2007 (as so amended, the “Original Agreement”) made by and among the B
DATED 1 JUNE 2006 AS AMENDED AND RESTATED BY A FIRST SUPPLEMENTAL AGREEMENT DATED JUNE 5, 2008 GULFMARK OFFSHORE, INC. (as borrower) — and — DnB NOR Bank ASA and others (as banks) — and — DnB NOR Bank ASA (as mandated lead arranger) — and — DnB NOR...First Supplemental Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment
Each of the Banks has agreed to advance to the Borrower its respective Commitment of an aggregate principal amount not exceeding twenty five million Dollars ($25,000,000) to assist the Borrower in refinancing the Existing Facility, and thereafter for the general corporate purposes of the Group, and the Issuer has agreed to issue the Letters of Credit at the request of the Borrower for and on behalf of the Borrower, for certain obligations of the Borrower on the terms and conditions herein set forth.
PREFERRED FLEET MORTGAGE Dated December 28, 2005 -By- RIGDON MARINE CORPORATION, as Sole Owner 815 Walker Street, Suite 750 Houston, Texas 77002 -In Favor of- BOURBON CAPITAL U. S. A., INC., as Mortgagee 1007 Orange Street, Nemours Building, Suite...Gulfmark Offshore Inc • July 31st, 2008 • Oil & gas field machinery & equipment • Louisiana
THIS PREFERRED FLEET MORTGAGE is executed on December 28, 2005 by RIGDON MARINE CORPORATION (“Owner”), a Delaware corporation, whose address is 815 Walker Street, Suite 750, Houston, Texas, 77002, in favor of BOURBON CAPITAL U. S. A., INC. (“Mortgagee”), a Delaware corporation, whose address is 1007 Orange Street, Nemours Building, Suite 1414, Wilmington, Delaware, 19801.
DATED 5 JUNE 2008 GULF MARINE FAR EAST PTE. LTD. (as borrower) — and — DnB NOR Bank ASA, Singapore branch and others (as banks) — and — DnB NOR Bank ASA (as mandated lead arranger) — and — DnB NOR Bank ASA, Singapore branch (as agent) — and — DnB NOR...Loan Facility Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment
Each of the Banks has agreed to advance to the Borrower its respective Commitment of an aggregate principal amount not exceeding sixty million Dollars ($60,000,000) to assist the Borrower in financing various instalments under the Building Contracts and thereafter for the general corporate purposes of the Borrower.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Texas
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of July 1, 2008 (the “Effective Date”), by and between Gulfmark Offshore, Inc., a Delaware corporation (“Buyer”), and Larry T. Rigdon (“Rigdon”).
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT Among RIGDON MARINE HOLDINGS, L.L.C. and RIGDON MARINE CORPORATION, as the Companies; all the MEMBERS OF RIGDON MARINE HOLDINGS, L.L.C., and the following SHAREHOLDERS OF RIGDON MARINE CORPORATION:...Membership Interest and Stock Purchase Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Texas
This MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT, dated as of May 28, 2008 (this “Agreement”), is entered into by and among RIGDON MARINE HOLDINGS, L.L.C., a Louisiana limited liability company (“RMH”); RIGDON MARINE CORPORATION, a Delaware corporation (“RMC; RMH and RMC each a “Company” and collectively, the “Companies”); all the members of RMH; and SHERWOOD INVESTMENT, L.L.C. (“Sherwood”), JOHN J. TENNANT III IRREVOCABLE TRUST (“Tennant Trust”), BRIAN M. BOWMAN IRREVOCABLE TRUST (“Bowman Trust”; Sherwood, Tennant Trust and Bowman Trust collectively, “Tennant”) and BOURBON OFFSHORE (f/k/a BOURBON OFFSHORE HOLDINGS, SAS), a French corporation (“Bourbon”), as shareholders of RMC (each of the members of RMH and the shareholders of RMC who are signatories hereto, collectively “Sellers”); and Gulfmark Offshore, Inc., a Delaware corporation (together, with any Subsidiary designated by it under Section 11.3, “GLF” or “Buyer”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Texas
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made this 30th day of June 2008 (the “Effective Date”) by and between GulfMark Offshore, Inc., a Delaware corporation (“Assignor”), and GulfMark Management, Inc., a Delaware corporation (“Assignee”).
AMENDMENT NO. 2 TO SENIOR SECURED CREDIT FACILITY AGREEMENT dated December 28, 2005 made among RIGDON MARINE CORPORATION by DVB BANK NV, as Underwriter, Arranger, Book Manager, Facility Agent and Security Trustee, DVB BANK AG, as Swap Bank, and and...Senior Secured Credit Facility Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • New York
THIS AMENDMENT NO. 2 TO SENIOR SECURED CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 9TH day of May, 2007 by and among (1) RIGDON MARINE CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), (2) the banks and financial institutions as are listed on the signature pages hereto (together with their respective successors and assigns, the “Lenders”), (3) DVB BANK AG, as swap bank (the “Swap Bank”) and (4) DVB BANK NV (“DVB”), as underwriter, arranger, book manager and facility agent for the Lenders (in such capacity, the “Facility Agent”) and security trustee for the Lenders and the Swap Bank (in such capacity, the “Security Trustee”), and amends and is supplemental to that Senior Secured Credit Facility Agreement dated as of December 28, 2005, as amended by Amendment No. 1 thereto dated as of February 28, 2006 (the “Original Agreement”) made by and among the Borrower, the Lenders, the Facility Agent and the Security Trustee.
DATED 5 JUNE, 2008 GULFMARK OFFSHORE, INC. (as borrower) — and — DnB NOR Bank ASA and others (as banks) — and — DnB NOR Bank ASA (as mandated lead arranger) — and — DnB NOR Bank ASA (as issuer) — and — DnB NOR Bank ASA (as agent and security trustee)...First Supplemental Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment
SUPPLEMENTAL TO a loan agreement dated 1 June 2006 made between the Borrower, the Banks, the MLA, the Issuer, and the Agent (the “Loan Agreement”) on the terms and subject to the conditions of which each of the Banks agreed to advance to the Borrower its respective Commitment of an aggregate principal amount not exceeding eighty five million Dollars ($85,000,000) to assist the Borrower in refinancing the Existing Facility, financing various instalments under the Building Contracts, and thereafter for the general corporate purposes of the Group, and pursuant to which the Issuer agreed to issue the Letters of Credit at the request of the Borrower for and on behalf of any of the Owners, for certain obligations of the Owners on the terms and conditions therein set forth.
ASSIGNMENT, ASSUMPTION, AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT PROVIDING FOR A US$85,000,000 SUBORDINATED SECURED CREDIT FACILITY BY AND AMONG BOURBON CAPITAL U.S.A., INC., as Assignor, RIGDON MARINE CORPORATION, as Borrower, the Banks and...Restatement of Loan Agreement • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • New York
THIS ASSIGNMENT, ASSUMPTION, AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2008, by and among (1) BOURBON CAPITAL U.S.A., INC., a corporation organized under the laws of the State of Delaware (the “Assignor”), (2) RIGDON MARINE CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), (3) the banks and financial institutions listed on Schedule 1, as lenders (together with any bank or financial institution which becomes a Lender pursuant to Article 10, the “Lenders”), and (4) DVB BANK NV (“DVB”), as facility agent for the Lenders (in such capacity, the “Facility Agent”) and security trustee for the Lenders ( in such capacity, the “Security Trustee” and together with the Lenders and the Facility Agent, collectively, the “Creditors”).
OPERATING AGREEMENT AND BY-LAWS OF JACKSON OFFSHORE, LLCOperating Agreement and By • July 31st, 2008 • Gulfmark Offshore Inc • Oil & gas field machinery & equipment • Louisiana
THIS OPERATING AGREEMENT AND BY-LAWS of JACKSON OFFSHORE, LLC (this “Operating Agreement”) is entered into and shall be effective as of the 16th day of August, 2006, by and among the undersigned, the sole and only Members of Jackson Offshore, LLC (the “Company”), pursuant to the provisions of the Louisiana Limited Liability Company Law, La. R.S. 12:1301, et seq. (the “Act”), and on the terms and conditions herein contained:
