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EXHIBIT 10.19
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
and
THE CHASE MANHATTAN BANK, N.A.
as lender
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AGREEMENT
AMENDING LOAN FACILITY DATED
8 JULY 1993 AS AMENDED BY
AN AMENDMENT AND RESTATEMENT
AGREEMENT DATED 20 MAY 1994
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THIS AGREEMENT is made 20th October 1995
BETWEEN
(1) GULFMARK NORTH SEA LIMITED ("GNS") and GULF OFFSHORE MARINE
INTERNATIONAL INC. ("GOMI") (together the "PRINCIPAL BORROWERS");
(2) GULF OFFSHORE N.S. LIMITED ("GONS") and GULF OFFSHORE FAR EAST INC.
("GOFE") (together the "PERMITTED BORROWERS");
(3) GULFMARK INTERNATIONAL INC. (the "GUARANTOR"); and
(4) THE CHASE MANHATTAN BANK, N.A. (the "BANK").
WHEREAS
(A) Pursuant to a facility agreement dated 8 July 1993 as amended and
restated by an agreement dated 20 May 1994 (the "FACILITY AGREEMENT")
entered into between the Bank, the Guarantor, the Principal Borrowers
and the Permitted Borrowers, the Bank granted to the Borrowers, upon
the terms and subject to the conditions therein set forth, a loan
facility in an aggregate amount of L.3,300,000.
(B) The parties have agreed to amend the Facility Agreement.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
In this Amendment Agreement (and in the Recitals):
(a) "EFFECTIVE DATE" shall have the meaning given to it at Clause
5;
(b) terms defined in the Facility Agreement (on the assumption
that the Effective Date has occurred) bear the same meaning
herein.
2. AMENDMENT
The Facility Agreement shall as of the Effective Date be amended as
follows
(i) In Clause 1.1
(a) the definition of "ANNIVERSARY" will be amended to
read "ANNIVERSARY" means each of the days which are 364,
728, 1092, 1456 and 1820 days after the date hereof, or
if such date is not a business day, the next succeeding
business day"
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(b) the definition of "MARGIN" shall be amended to
read ""MARGIN" means 2 per cent (2%) per annum"
(ii) In the last line of Clause 2.2 the word "FOURTH" will
be deleted and replaced with the word "FIFTH".
(iii) In clause 16.2(xi) the words "Norsk Skibs" will be
eleted and replaced with the words "Christiania
Bank".
3. REPRESENTATIONS
The Borrowers represent and warrant in the terms of Clause 16 of the
Facility Agreement as if the Effective Date had occurred and as if
such representations were made on the date hereof and as if the
expression "this Agreement" referred to this Amendment Agreement (but
no representation or warranty shall be given in respect of any charter
with British Gas which has as at the date hereof either expired or
been terminated).
4. COUNTERPARTS
This Amendment Agreement may be executed in any number of counterparts
which, when taken together, shall constitute but one and the same
instrument and shall be governed by and construed in accordance with
English law.
5. EFFECTIVE DATE
The Effective Date for the purposes of this Amendment Agreement, shall
be the date on which the Bank received the last of the following
documents: (i) each of the documents set out in the Schedule (ii) a
copy, certified by a duly authorised officer of each Obligor, of a
Board Resolution of such Obligor approving and ratifying the
execution, delivery and performance of this Amendment Agreement (iii)
a certificate from a duly authorised officer of each Obligor
confirming that no changes have been made to the Memorandum or
Articles of Association (or other constitutive documents) of such
Obligor since the last certified copies thereof were delivered to the
Bank and (iv) a certificate from a duly authorised officer of each
Obligor setting out the names and signatures of the person authorised
to sign this Amendment Agreement.
6. MISCELLANEOUS
6.1 Clauses 29, 30, 31.1, 34, 35, 37 and 38 of the Facility Agreement
shall apply MUTATIS MUTANDIS to this Amendment Agreement (and as if
references therein to the Facility Agreement were references to this
Amendment Agreement).
6.2 The Facility Agreement shall continue in full force and effect as so
amended and restated and all references therein, herein and in the
other Finance Documents to the "FACILITY AGREEMENT" or to the
"AGREEMENT" or similar terms shall be deemed to be references to the
Facility Agreement as so amended and restated.
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AS WITNESS the hands of the representatives of the parties hereto the day and
year first before written.
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SCHEDULE
1. A certified true copy of the yard contract 67 (the "BUILDING
CONTRACT") between GONS and Brattvaag Skipsverft A.S. relating to the
building of a platform supply vessel, type UT 755 together with a
written confirmation from the Principal Borrowers that no amendments
have been made to the Building Contract.
2. An assignment to the Security Trustee of the advance payment
guarantees issued by Christiania Bank og Kreditkasse in favour of GONS
and relating to advance payments made by GONS to the Contractor under
the Building Contract.
3. A duly executed addendum to the first preferred Panamanian ship
mortgages over the m.v. Seawhip and the m.v. Seawitch in form and
substance acceptable to the Agent together with confirmation from
Xxxxxx, Xxxxxx & Asvat that such addendum has been duly registered
with the Registry of Panamanian Ships in Panama City.
4. A legal opinion from Chooi & Co, the Malaysian counsel for the Agent,
in a form acceptable to the Security Trustee.
5. A legal opinion from Xxxxxx, Xxxxxx & Asvat, the Panamanian counsel
for the Agent, in a form acceptable to the Security Trustee.
6. A legal opinion from Xxxxxxxx Chance, solicitors for the Agent.
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THE BORROWERS
GULFMARK NORTH SEA LIMITED
as principal borrower
by: /s/ XXXXX XXXX
DIRECTOR
Address: 00 Xxxxxxxxx Xxxx
Xxxxxx XX00 0XX
Attention: Xxxxx Xxxx
GULF OFFSHORE MARINE INTERNATIONAL INC.
as principal borrower
by: /s/ XXXXX XXXX
ATTORNEY IN FACT
Address: 000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx
Xxxxxxxxx 00000
X.X.X.
Attention: Xxxxx Xxxxxxxx
GULF OFFSHORE N.S. LIMITED
as permitted borrower
by: /s/ XXXXX XXXX
DIRECTOR
Address: 00 Xxxxxxxxx Xxxx
Xxxxxx XX00 0XX
Attention: Xxxxx Xxxx
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GULF OFFSHORE FAR EAST INC.
as permitted borrower
by: /s/ XXXXX XXXX
ATTORNEY IN FACT
Address: 000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx
Xxxxxxxxx 00000
U.S.A
Attention: Xxxxx Xxxxxxxx
THE GUARANTOR
GULFMARK INTERNATIONAL INC.
by: /s/ XXXXX XXXX
ATTORNEY IN FACT
Address: 0 Xxxx Xxx Xxxx
Xxxxx 0000
Xxxxxxx
Xxxxx 00000
X.X.X.
Attention: Xxxxx Xxxxxx
THE BANK
THE CHASE MANHATTAN BANK, N.A.
By: /s/ XXXXX XXXXXX
Address: Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Attention: Oils and Gas Group
Facsimile: 962 5030
Telex: 8954681 CMB G
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