CHARGE OVER SHARESCharge Over Shares • February 7th, 2005 • Offshore Logistics INC
THIS CHARGE is dated the 26th day of August, 2004 (“Charge”) and made between (1) Secunda Global Marine Incorporated a Company registered and incorporated in accordance with the Laws of Barbados and whose registered office is situate at Suite 102 Warrens Court, Warrens, in the parish of Saint Michael in the Island of Barbados (hereinafter called “the Chargor”) and (2) Wilmington Trust Company of (hereinafter called “the Collateral Agent”) not in its individual capacity but solely as Collateral Agent under a Collateral Agency Agreement, dated the 26th day of August, 2004, (“the Collateral Agency Agreement”) and made between Secunda International Limited (hereinafter called “the Borrower”) and certain of its subsidiaries, Fortis Capital Corp. (hereinafter called “the Agent”) in its capacity as Agent for the benefit of the Lenders (defined below) (hereinafter called “the Lenders”) and Wells Fargo Bank, National Association (hereinafter called “the Trustee”) in its capacity as Trustee for
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2005 • Offshore Logistics INC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 26, 2004 by and among Secunda International Limited, a corporation organized under the laws of Nova Scotia (the “Company”), 3013563 Nova Scotia Limited, Secunda Marine International Incorporated, Secunda Marine Services Limited, Secunda Global Marine Inc., JDM Shipping Inc., International Shipping Corporation Inc., Secunda Global International Inc., Navis Shipping Incorporated, Secunda Atlantic Incorporated, Secunda Marine Atlantic Limited and Offshore Logistics Incorporated (each a “Guarantor” and collectively, the “Guarantors”), and RBC Capital Markets Corporation, as representative of the several Initial Purchasers named in Schedule II to the Purchase Agreement (the “Initial Purchasers”), who have agreed to purchase U.S.$125,000,000 aggregate amount of the Company’s Senior Secured Floating Rate Notes due 2012 (the “Initial Notes”) pursuant to and subject to the terms and conditions of a certa
SECUNDA INTERNATIONAL LIMITED SENIOR SECURED FLOATING RATE NOTES DUE 2012 CREDIT AGREEMENT CONTROL AGREEMENT [ASSET SALE PROCEEDS ACCOUNT] Dated as of August 26, 2004Control Agreement • February 7th, 2005 • Offshore Logistics INC • New York
This CONTROL AGREEMENT [ASSET SALE PROCEEDS ACCOUNT], dated as of August 26, 2004 (this “Agreement”), is entered into by and among Secunda International Limited (the “Company”) each of the undersigned Subsidiaries of the Company (each, a “Guarantor” and, collectively, the “Guarantors”), Wilmington Trust Company, as Depositary Agent (the “Depositary Agent”) and Wilmington Trust Company, not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”) under the Collateral Agency Agreement dated as of August 26, 2004 (the “Collateral Agency Agreement”) by and among the Company and certain of its subsidiaries; Fortis Capital Corp. (the “Agent”), in its capacity as Agent for the benefit of the Lenders; Wells Fargo Bank, National Association (the “Trustee”) in its capacity as Trustee for the benefit of the Noteholders; and the Collateral Agent.
FORTIS CAPITAL CORP., AS AGENT FOR THE LENDERS FORTIS CAPITAL CORP., AS ARRANGER AND BOOK RUNNER SECUNDA INTERNATIONAL LIMITED AS BORROWER THE LENDERS FROM TIME TO TIME A PARTY HERETO and THE SUBSIDIARY GUARANTORS NAMED HEREINCredit Agreement • February 7th, 2005 • Offshore Logistics INC • New York
CREDIT AGREEMENT (this “Agreement”) dated as of August 26, 2004, among Secunda International Limited, a corporation existing under the laws of Nova Scotia, Canada, as borrower (the “Borrower”), each Subsidiary Guarantor, Fortis Capital Corp. (“Fortis”) and each other financial institution which may hereafter execute and deliver an Assignment and Acceptance with respect to this Agreement pursuant to Section 10.11 (any one individually, a “Lender”, and collectively, the “Lenders”), Fortis, as administrative agent on behalf of the Lenders (when acting in its capacity as administrative agent under this Agreement or under any other Transaction Document, herein referred to, together with any successor administrative agent, as the “Agent”), and as book runner and as an arranger (when acting in such capacity, an “Arranger”).
DEED OF COVENANTS GRANTED BY THE SHIPOWNERS, as set forth on the signature page hereto IN FAVOR OF WILMINGTON TRUST COMPANY, as Collateral Agent for the Collateral Agent, the Agent, the Lenders, the Trustee and the Noteholders August 26, 2004Collateral Agency Agreement • February 7th, 2005 • Offshore Logistics INC • New York
THIS DEED OF COVENANTS (“Deed”) is made the 26th day of August, 2004 between by those Persons executing this Deed on the signature pages hereto as Shipowner (each, a “Shipowner” and collectively, the “Shipowners”) in favor of Wilmington Trust Company, not in its individual capacity but solely as Collateral Agent (the “Mortgagee”), under the Collateral Agency Agreement, dated as of August 26, 2004 (the “Collateral Agency Agreement”) by and among Secunda International Limited (the “Borrower”) and certain of its subsidiaries, Fortis Capital Corp. (the “Agent”) in its capacity as Agent for the benefit of the Lenders and Wells Fargo Bank, National Association (the “Trustee”) in its capacity as Trustee for the benefit of the Noteholders and the Mortgagee.
SECUNDA INTERNATIONAL LIMITED AND SUBSIDIARY GUARANTORS SENIOR SECURED FLOATING RATE NOTES DUE 2012 CREDIT AGREEMENT COLLATERAL AGENCY AGREEMENT Dated as of August 26, 2004Collateral Agency Agreement • February 7th, 2005 • Offshore Logistics INC • New York
This COLLATERAL AGENCY AGREEMENT, dated as of August 26, 2004 (as amended, supplemented or otherwise modified this “Agreement”), is entered into by and among SECUNDA INTERNATIONAL LIMITED, a Nova Scotia corporation (the “Company”), the SUBSIDIARIES OF THE COMPANY from time to time party hereto (the “Subsidiary Guarantors”), FORTIS CAPITAL CORP. (“Fortis”), as the Administrative Agent under the Initial Credit Agreement (each, as herein defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture (each, as herein defined), and WILMINGTON TRUST COMPANY, as Collateral Agent (together with its successors in such capacity, the “Collateral Agent”).
WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT FOR THE COLLATERAL AGENT, THE AGENT, THE LENDERS, THE TRUSTEE AND THE NOTEHOLDERS and SECUNDA MARINE SERVICES LIMITED 3013563 NOVA SCOTIA LIMITED and SECUNDA MARINE INTERNATIONAL INCORPORATED as PledgorsPledge Agreement • February 7th, 2005 • Offshore Logistics INC • New York
THIS PLEDGE AGREEMENT, dated as of August 26, 2004 (this “Pledge Agreement”) made by each of the undersigned pledgors (each, a “Pledgor” and, collectively, the “Pledgors”), to Wilmington Trust Company, not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”), under the Collateral Agency Agreement, dated as of August 26, 2004 (the “Collateral Agency Agreement”) by and among Secunda International Limited (“Secunda” or the “Borrower”) and certain of its subsidiaries, Fortis Capital Corp. (the “Agent”) in its capacity as Agent for the benefit of the Lenders and Wells Fargo Bank, National Association (the “Trustee”) in its capacity as Trustee for the benefit of the Noteholders and the Collateral Agent.
WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT FOR THE COLLATERAL AGENT, THE AGENT, THE LENDERS, THE TRUSTEE AND THE NOTEHOLDERS and THE ASSIGNORS, as set forth on the signature page heretoCollateral Agency Agreement • February 7th, 2005 • Offshore Logistics INC • New York
Assignment of Earnings and Insurances, dated as of August 26, 2004 (the “Assignment”), by and between each of the undersigned assignors (each, an “Assignor” and, collectively, the “Assignors”) and Wilmington Trust Company, not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”), under the Collateral Agency Agreement, dated as of August 26, 2004 (the “Collateral Agency Agreement”) by and among Secunda International Limited (“Secunda” or the “Borrower”) and certain of its subsidiaries, Fortis Capital Corp. (the “Agent”) in its capacity as Agent for the benefit of the Lenders and Wells Fargo Bank, National Association (the “Trustee”) in its capacity as Trustee for the benefit of the Noteholders and the Collateral Agent.
SECUNDA INTERNATIONAL LIMITED SENIOR SECURED FLOATING RATE NOTES DUE 2012 CREDIT AGREEMENT CONTROL AGREEMENT [COLLATERAL ACCOUNT] Dated as of August 26, 2004Control Agreement • February 7th, 2005 • Offshore Logistics INC • New York
This CONTROL AGREEMENT [COLLATERAL ACCOUNT], dated as of August 26, 2004 (this “Agreement”), is entered into by and among Secunda International Limited (the “Company”) each of the undersigned Subsidiaries of the Company (each, a “Guarantor” and, collectively, the “Guarantors”), Wilmington Trust Company, as Depositary Agent (the “Depositary Agent”) and Wilmington Trust Company, not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”) under the Collateral Agency Agreement dated as of August 26, 2004 (the “Collateral Agency Agreement”) by and among the Company and certain of its subsidiaries; Fortis Capital Corp. (the “Agent”), in its capacity as Agent for the benefit of the Lenders; Wells Fargo Bank, National Association (the “Trustee”) in its capacity as Trustee for the benefit of the Noteholders; and the Collateral Agent.
