EXHIBIT 10 SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of December 19, 1996 (this "Amendment"), by and among...Loan Agreement • January 21st, 1997 • Tidewater Inc • Water transportation
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2000 • Tidewater Inc • Water transportation
ARTICLE I DEFINITIONSChange of Control Agreement • May 1st, 1997 • Tidewater Inc • Water transportation • Louisiana
EXHIBIT 2.0 Agreement for the acquisition of the share capital of the O.I.L. Group of Companies between Ocean Group plc as Vendor Tidewater Inc. as PurchaserTidewater Inc • May 30th, 1997 • Water transportation
Restated Merrill Lynch Non-Qualified Deferred Compensation Plan Trust AgreementTidewater Inc • January 20th, 2000 • Water transportation • New York
EXHIBIT 99.1 TRUST AGREEMENT BETWEEN TIDEWATER INC. AND WHITNEY NATIONAL BANK AS TRUSTEE TRUST AGREEMENT DATED AS OF JANUARY 29, 1999 BETWEEN TIDEWATER INC. AND WHITNEY NATIONAL BANK TABLE OF CONTENTS SECTION 1...Trust Agreement • February 10th, 1999 • Tidewater Inc • Water transportation • Delaware
1 EXHIBIT 10 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") between Tidewater Inc., a Delaware corporation ("Company"), and William C. O'Malley ("Employee") is effective as of September 19, 1997 (the "Agreement Date") and supersedes the...Employment Agreement • October 21st, 1997 • Tidewater Inc • Water transportation • Louisiana
Exhibit 99.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of January 29, 1999, between Tidewater Inc., a Delaware corporation (the "Company"), and Whitney National Bank, acting solely in its capacity as trustee under the Trust defined...Stock Purchase Agreement • February 10th, 1999 • Tidewater Inc • Water transportation • Delaware
Exhibit 10(a) EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") between Tidewater Inc., a Delaware corporation ("Company"), and William C. O'Malley ("Employee") is effective as of September 27, 2000 (the "Agreement Date") and supersedes the...Employment Agreement • January 17th, 2001 • Tidewater Inc • Water transportation • Louisiana
AMONGCredit and Term Loan Agreement • May 1st, 2001 • Tidewater Inc • Water transportation
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2009 among TIDEWATER INC. and ITS DOMESTIC SUBSIDIARIES, collectively, as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other...Credit Agreement • July 27th, 2009 • Tidewater Inc • Water transportation • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 24, 2009, among TIDEWATER INC., a Delaware corporation (the “Company”), and its Domestic Subsidiaries (as hereinafter defined) (together with the Company, collectively, the “Borrowers” and each individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, COMPASS BANK and DNB NOR BANK ASA, as Co-Documentation Agents, and JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents.
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • January 16th, 1996 • Tidewater Inc • Water transportation
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 21, 2013 among TIDEWATER INC. and ITS DOMESTIC SUBSIDIARIES, collectively, as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other...Credit Agreement • June 25th, 2013 • Tidewater Inc • Water transportation • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 21, 2013, among TIDEWATER INC., a Delaware corporation (the “Company”), and its Domestic Subsidiaries (as hereinafter defined) (together with the Company, collectively, the “Borrowers” and each individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, N.A., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BBVA COMPASS, SOVEREIGN BANK, N.A., REGIONS BANK, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
1 EXHIBIT 10(o) AGREEMENT FOR THE ACQUISITION OF THE SHARE CAPITAL OF THE O.I.L. GROUP OF COMPANIES between Ocean Group plc as VendorTidewater Inc • May 1st, 1997 • Water transportation
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2011 among TIDEWATER INC. and ITS DOMESTIC SUBSIDIARIES, collectively, as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other...Credit Agreement • February 2nd, 2011 • Tidewater Inc • Water transportation • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 27, 2011, among TIDEWATER INC., a Delaware corporation (the “Company”), and its Domestic Subsidiaries (as hereinafter defined) (together with the Company, collectively, the “Borrowers” and each individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A. and DNB NOR BANK ASA, as Co-Syndication Agents, and COMPASS BANK, as Documentation Agent.
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 21st, 2013 • Tidewater Inc • Water transportation • Louisiana
This is an amendment and restatement dated effective as of June 1, 2012 (the “Effective Date”) of the Change of Control Agreement (the “Agreement”) between Tidewater Inc., a Delaware corporation (the “Company”) and Jeffrey A. Gorski (the “Employee”), effective January 23, 2012.
ARTICLE I EMPLOYMENT CAPACITY AND TERMEmployment and Separation Agreement • May 1st, 2001 • Tidewater Inc • Water transportation • Louisiana
WARRANT AGREEMENT between GULFMARK OFFSHORE, INC. AS ISSUER and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT November 14, 2017Warrant Agreement • November 15th, 2018 • Tidewater Inc • Water transportation • New York
CREDITOR WARRANT AGREEMENT between TIDEWATER INC., AS ISSUER and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively AS WARRANT AGENT July 31, 2017Creditor Warrant Agreement • July 31st, 2017 • Tidewater Inc • Water transportation • New York
AMONGTerm Loan Agreement • April 22nd, 2003 • Tidewater Inc • Water transportation
WARRANT AGREEMENT Dated as of November 14, 2017 between GULFMARK OFFSHORE, INC., and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrants for Common StockWarrant Agreement • November 16th, 2018 • Tidewater Inc • Water transportation • New York
WARRANT AGREEMENT dated as of November 14, 2017 (this “Agreement”), between GulfMark Offshore, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 25th, 2018 • Tidewater Inc • Water transportation • Delaware
THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of July 15, 2018, by and between TIDEWATER INC., a Delaware corporation (“Parent”), and the holder of Common Stock (as defined below) identified on the signature page hereto (“Stockholder”).
TIDEWATER INC. 3,520,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2022 • Tidewater Inc • Water transportation • New York
RESTRICTED STOCK AGREEMENT FOR THE GRANT OF RESTRICTED STOCK UNDER THE TIDEWATER INC. EMPLOYEE RESTRICTED STOCK PLANRestricted Stock Agreement • May 30th, 2006 • Tidewater Inc • Water transportation • Louisiana
this Agreement conflicts with such a provision of the Plan, the Plan provision shall control. The Employee acknowledges that a copy of the Plan was distributed to the Employee and that the Employee was advised to review such Plan prior to entering into this Agreement. The Employee waives the right to claim that the provisions of the Plan are not binding upon the Employee and the Employee’s heirs, executors, administrators, legal representatives and successors.
STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS AND RESTRICTED STOCK UNDER THE TIDEWATER INC. 2001 STOCK INCENTIVE PLANStock Option and Restricted Stock Agreement • May 30th, 2006 • Tidewater Inc • Water transportation • Louisiana
The Employee has reviewed with the Employee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transaction contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that the Employee (and not the Company) shall be responsible for the Employee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Employee understands that the Employee may elect to be taxed at the time the shares of Restricted Stock are granted by filing an election under Section 83(b) of the Code with the IRS within thirty days from the Date of Grant. The Employee acknowledges that it is the Employee’s sole responsibility and not the Company’s to file timely the election under Section 83(b), even if the Employee requests the Company or its representatives to make this filing on the Employee’s beh
AMENDMENT NO. 1 TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 17th, 2001 • Tidewater Inc • Water transportation
REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • April 29th, 1999 • Tidewater Inc • Water transportation
AGREEMENT AND PLAN OF MERGER between: TIDEWATER INC., a Delaware corporation, and GULFMARK OFFSHORE, INC., a Delaware corporation Dated as of July 15, 2018Agreement and Plan of Merger • July 16th, 2018 • Tidewater Inc • Water transportation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 15, 2018, by and between: TIDEWATER INC., a Delaware corporation (“Parent”), and GULFMARK OFFSHORE, INC., a Delaware corporation (the “Company” and, together with Parent, the “Parties”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Jones Act WarrantsAssignment, Assumption and Amendment Agreement • November 16th, 2018 • Tidewater Inc • Water transportation • Delaware
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 15, 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2019 • Tidewater Inc • Water transportation • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 28, 2018 (the “Effective Date”), is by and between Tidewater Inc. (“Tidewater” and, together with its subsidiaries, the “Company”) and Samuel Rubio (“Executive”).
STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS AND RESTRICTED STOCK UNDER THE TIDEWATER INC. 2006 STOCK INCENTIVE PLANStock Option and Restricted Stock Agreement • October 27th, 2008 • Tidewater Inc • Water transportation • Louisiana
The Employee has reviewed with the Employee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the
AMENDMENT NO. 1 TO THE STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS AND RESTRICTED STOCK UNDER THE TIDEWATER INC. 2006 STOCK INCENTIVE PLANThe Stock Option and Restricted Stock • August 9th, 2007 • Tidewater Inc • Water transportation
THIS AMENDMENT to the agreement dated March 21, 2007 (the “Agreement”) by and between Tidewater Inc., a Delaware corporation (“Tidewater”), and Cliffe F. Laborde is executed effective as of June 29, 2007.
STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK OPTIONS UNDER THE TIDEWATER INC. 2001 STOCK INCENTIVE PLAN AND THE GRANT OF RESTRICTED STOCK UNDER THE TIDEWATER INC. EMPLOYEE RESTRICTED...Stock Option and Restricted Stock Agreement • May 30th, 2006 • Tidewater Inc • Water transportation • Louisiana
The Employee has reviewed with the Employee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transaction contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that the Employee (and not the Company) shall be responsible for the Employee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Employee understands that the Employee may elect to be taxed at the time the shares of Restricted Stock are granted by filing an election under Section 83(b) of the Code with the IRS within thirty days from the Date of Grant. The Employee acknowledges that it is the Employee’s sole responsibility and not the Company’s to file timely the election under Section 83(b), even if the Employee requests the Company or its representatives to make this filing on the Employee’s beh
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Equity WarrantsAssignment, Assumption and Amendment Agreement • November 15th, 2018 • Tidewater Inc • Water transportation • Delaware
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made and entered into as of November 15, 2018, by and among GulfMark Offshore, Inc., a Delaware Corporation (“GulfMark”), Tidewater, Inc., a Delaware Corporation (“Tidewater”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”) and shall become effective upon the First Merger Effective Time (as defined below) (the “Effective Time”). Capitalized terms used but not defined in this Agreement have the respective meanings ascribed to such terms in the Warrant Agreement (as defined below).
STOCK OPTION AND RESTRICTED STOCK AGREEMENT FOR THE GRANT OF INCENTIVE STOCK OPTIONS, NON-QUALIFIED STOCK OPTIONS AND RESTRICTED STOCK UNDER THE TIDEWATER INC. 2009 STOCK INCENTIVE PLANStock Option and Restricted Stock Agreement • May 20th, 2010 • Tidewater Inc • Water transportation • Louisiana
The Employee has reviewed with the Employee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Employee understands that the Employee (and not the Company) shall be responsible for the Employee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Employee understands that the Employee may elect to be taxed at the time the shares of Restricted Stock are granted by filing an election under Section 83(b) of the Code with the IRS within thirty days from the Date of Grant and providing a copy to the Company. The Employee acknowledges that it is the Employee’s sole responsibility and not the Company’s to file timely the election under Section 83(b), even if the Employee requests the Company or its representatives to make this filing on t
