Common use of Jurisdiction and Waiver Clause in Contracts

Jurisdiction and Waiver. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the State of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE PURCHASE AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party will bear its own costs in respect of any disputes arising under this Agreement. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Southern District of New York or any court of the State of New York having subject matter jurisdiction.

Jurisdiction and Waiver. The parties (a) Applicant hereby irrevocably and unconditionally submit submits to the nonexclusive jurisdiction of the state courts any court of the State of New York and to the jurisdiction Louisiana or any court of the United States District Court for of America sitting in the Southern Eastern District of New York for Louisiana, as the purpose of Agent may elect, in any suit, action or other proceeding arising out of or based upon relating to this Agreement, (b) agree not to commence Agreement or any of the other Transaction Documents. The Applicant irrevocably agrees that all claims in respect of such suit, action or other proceeding arising out may be heard and determined in any such courts. The Applicant irrevocably waives, to the fullest extent permitted by law, any objection which the Applicant may now or hereafter have to the laying of or based upon this Agreement except in the state courts venue of the State of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceedingproceeding brought in any such court, and the Applicant further irrevocably waives any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum, that . The Applicant authorizes the venue service of process upon the Applicant by registered mail sent to the Applicant as the last address of the suitApplicant known to Issuer. Nothing herein shall affect the right of the Agent to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Applicant in any other jurisdiction. THE APPLICANT HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) IN ANY COURT ARISING ON, action OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY AMENDMENT OR SUPPLEMENT HERETO OR THERETO OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Date: TORCH OFFSHORE, INC. -------------------------------------- ------------------------------------ Print or proceeding Type Applicant's Name Print or Type Co-Applicant's Name By: By: ----------------------------------- ------------------------------------- Its: Its: ---------------------------------- -------------------------------- EXHIBIT D LETTER OF CREDIT REQUEST , 20 ------------------ --- Gentlemen: Reference is improper hereby made to that certain Credit Agreement effective as of February , 2003 by and among the undersigned, the Lenders listed therein and --- you as Agent for the Lenders (as from time to time amended, restated, modified or supplemented, the "Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement. Pursuant to Section 4.1 of the Credit Agreement, the undersigned hereby requests that this you issue an irrevocable standby Letter of Credit in the amount of $ for the account of Torch Offshore, Inc. and --------------- ------------------- and for the benefit of upon the ---------- ------------------------------------- terms and conditions set forth in the attached Letter of Credit Application. The obligation to be supported by the Letter of Credit is described as follows: The undersigned hereby represents and warrants to you that, except for subsequent changes consented to in writing by the Required Lenders after the effective date of the Credit Agreement, or as permitted pursuant to the Credit Agreement or the subject matter other Transaction Documents, as of the date hereof may all of the representations and warranties of the undersigned contained in Section 7 of the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date)) and no Default or Event of Default has occurred and is continuing and that no such Default or Event of Default will result from the issuance of the Letter of Credit requested hereby. TORCH OFFSHORE, INC. By: ------------------------------ Its: ----------------------------- EXHIBIT E , 20 ---------------- ---- Gentlemen: Reference is hereby made to that certain Credit Agreement effective as of February , 2003, by and among the undersigned, the Lenders listed therein and --- you as Agent for the Lenders (as from time to time amended, restated, modified or supplemented, the "Credit Agreement"). All capitalized terms used and not be enforced otherwise defined herein shall have the respective meanings ascribed to them in or by such court. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE PURCHASE AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party will bear its own costs in respect of any disputes arising under this the Credit Agreement. The prevailing party shall undersigned hereby certifies to the Agent and each of the Lenders that as of the date hereof that: (a) all of the representations and warranties set forth in Section 7 of the Credit Agreement, except for subsequent changes consented to in writing by the Required Lenders after the effective date of the Credit Agreement, or as permitted pursuant to the Credit Agreement or the other Transaction Documents, are true and correct in all material respects as if made on and as of the date hereof (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representation and warranties were true and correct on and as of such earlier date)); (b) no violation or breach of any of the affirmative covenants set forth in Sections 8.1 of the Credit Agreement has occurred and is continuing; (c) no violation or breach of any of the negative covenants set forth in Sections 8.2 of the Credit Agreement has occurred and is continuing; (d) no Default or Event of Default under or within the meaning of the Credit Agreement has occurred and is continuing; (e) the financial statements of Borrower and its consolidated Subsidiaries delivered to you with this letter are true, correct and complete, present fairly the financial information of the Borrower and have been prepared in accordance with GAAP; and (f) the financial covenant information set forth in Schedule 1 to this letter is true and correct for Borrower and its consolidated Subsidiaries. TORCH OFFSHORE, INC. By: ------------------------------- Title: --------------------------- EXHIBIT F CONTINUING GUARANTEE This Continuing Guarantee, dated , 20 , is made by --------------- --- , a (the "Guarantor"), in favor of ---------------------- -------------------- REGIONS BANK, as Agent for the benefit of the Agent and the Lenders (as such terms are defined in the Credit Agreement, dated February , 2003, (as the --- same may be entitled amended, restated, modified or supplemented from time to reasonable attorney’s feestime, coststhe "Credit Agreement") by and among Torch Offshore, Inc. (the "Company"), Regions Bank, in its capacity as Agent for the Lenders, and necessary disbursements in addition the Lenders). The Lenders and the Agent shall hereinafter be collectively referred to any other relief to which such party may be entitled. Each of as the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Southern District of New York or any court of the State of New York having subject matter jurisdiction"Secured Parties."

Jurisdiction and Waiver. The parties (a) Applicant hereby irrevocably and unconditionally submit submits to the non-exclusive jurisdiction of any State or Federal court sitting in the state courts city, county, or district in which the principal office of the State of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of NationsBank is located over any suit, action or other proceeding arising out of or based upon this relating to the Agreement, (b) agree not and Applicant hereby irrevocable agrees that all claims in respect to commence any suit, such action or proceeding may be heard and determined in such State or Federal court. APPLICANT HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING AND THE LACK OF PERSONAL JURISDICTION. TO THE FULLEST EXTENT IT MAY LAWFULLY AND EFFECTIVELY DO SO, EACH OF APPLICANT AND NATIONSBANK WAIVES THE RIGHT TO TRIAL BY JURY. Applicant irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Applicant at the last business address furnished by Applicant to NationsBank. Applicant agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing, however, in this Section 14, shall affect the right of NationsBank to serve legal process in any other manner permitted by law or affect the right of NationsBank to bring any action or proceeding arising out of against Applicant or based upon this Agreement except its property in the state courts of any other jurisdiction. Moreover, to the State extent that Applicant has or hereafter may acquire any immunity from jurisdiction of New York any court or the United States District Court for the Southern District from any legal process whether through service or notice, attachment prior to judgment, attachment in aid of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, execution or otherwise, in any with respect to itself or its property. Applicant hereby irrevocably waives such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE PURCHASE AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party will bear its own costs immunity in respect of any disputes arising its obligations under this the Agreement. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Southern District of New York or any court of the State of New York having subject matter jurisdiction.