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EXHIBIT 10.21
DATED 30th April 1997
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GULF OFFSHORE SHIPPING SERVICES, INC
(AS BORROWER)
GULFMARK INTERNATIONAL, INC.
GULFMARK NORTH SEA LIMITED
GULF OFFSHORE MARINE INTERNATIONAL, INC.
(AS SPONSORS)
CHASE MANHATTAN INTERNATIONAL LIMITED
(AS AGENT AND SECURITY TRUSTEE)
THE CHASE MANHATTAN BANK
(AS INITIAL BANK)
- AND -
GULFMARK OFFSHORE, INC.
DEED OF RELEASE AND SUBSTITUTION RELATING TO A
US$7,000,000 CREDIT FACILITY AGREEMENT DATED 26TH JULY 1996
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) GULF OFFSHORE SHIPPING SERVICES, INC. a company incorporated under the
laws of Panama and having its principal place of business at 000
Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx, 00000 XXX (the
"Borrower");
(2) 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 "Principal
Sponsor");
(3) 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;
(4) GULF OFFSHORE MARINE INTERNATIONAL, INC. a company incorporated under
the laws of Panama and having its principal place of business at
Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx of Panama;
(Parties 3 and 4 being together referred to as the "Sponsors")
(5) CHASE MANHATTAN INTERNATIONAL LIMITED having its principal place of
business in the UK at 000 Xxxxxx Xxxx, Xxxxxx, XX0X 0XX; (as "Agent"
and "Security Trustee" under the Facility Agreement (as defined
below));
(6) THE CHASE MANHATTAN BANK having its principal place of business in the
UK at 000 Xxxxxx Xxxx, Xxxxxx, XX00 0XX (as "Initial Bank" (together
with its successors and assigns) under the Facility Agreement (as
defined below));
(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 Sponsor").
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WHEREAS:
(A) Pursuant to an Agreement and Plan of Merger dated 5th December 1996
between the Principal Sponsor, the New Sponsor and others, the
Principal Sponsor and New Sponsor 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 Principal Sponsor's obligations contained
in a US$7,000,000 Credit Facility Agreement dated 26th July 1996, made
between the Borrower, the Principal Sponsor, the Sponsors, the Agent
and Security Trustee (as one party but in separate capacities) and the
Initial Bank (the "Facility Agreement") and referred to below are to
be assumed by the New Sponsor;
(C) As provided for in the Facility Agreement the Principal Sponsor wishes
to obtain the agreement of the Agent, the Security Trustee, the
Initial Bank, the Sponsors and the Borrower to the Principal Sponsor's
release as sponsor, and replacement by the New Sponsor as detailed
below.
NOW IT IS HEREBY AGREED as follows:
1. PRINCIPAL SPONSOR'S RELEASE
1.1 Subject to clause 4.1, in consideration of the covenant entered into
by the New Sponsor in clause 2, the Agent, the Security Trustee, the
Initial Bank, the Sponsors and Borrower hereby irrevocably release
and forever discharge the Principal Sponsor 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 Principal Sponsor is, on and from the
Closing Date,
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released from all its obligations and liabilities in respect of all
damages, actions, proceedings, costs, claims, demands and expenses
arising from or under the terms of the Facility Agreement which such
obligations and liabilities shall be assumed by the New Sponsor in
accordance with clause 4.1.
2. NEW SPONSOR'S COVENANT
2.1 The New Sponsor hereby covenants with the Agent, the Security Trustee
and the Initial Bank that, as from the Closing Date, it will,
throughout the term of the Facility Agreement, duly perform and
observe all the Principal Sponsor's covenants and obligations in
accordance with the terms contained therein.
3. NEW SPONSOR'S REPRESENTATIONS
3.1 Clauses 17.1 and 17.3 of the Facility Agreement are deemed to be
incorporated herein save that the New Sponsor shall be deemed to be
included within the definition of "Obligor". 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 Principal Sponsor 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 Agent, the
Security Trustee, the Initial Bank, the Sponsors and the Borrower, or
any of them, at the date hereof shall also be assumed by the New
Sponsor.
4.2 Save as provided herein, the provisions of the Facility Agreement and
each Security Document shall remain in full force and effect as if the
New Sponsor were party to the Facility Agreement.
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5. FEES AND COSTS
5.1 The New Sponsor 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 Agent in connection therewith.
6. LAW & JURISDICTION
6.1 Part 15 of the Facility Agreement is deemed to be incorporated herein
save that the New Sponsor shall be deemed to be included within the
definition of "Obligor" . All other terms and as defined by 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 GULF OFFSHORE )
SHIPPING SERVICES, INC. )
Executed as a Deed )
by /s/ XXXXX X. XXXXXX )
)
for and on behalf of GULFMARK )
INTERNATIONAL, INC. )
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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. )
Executed as a Deed )
by /s/ XXXXXXX X. XXXXXXX )
)
for and on behalf of CHASE )
MANHATTAN INTERNATIONAL )
LIMITED )
(in its capacity as Agent and Security
Trustee)
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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