ex10-1.htm


Exhibit 10.1

 

	
To:
	
GulfMark Americas, Inc. (the “Borrower”)

	 	
GulfMark Management, Inc. (the “Pledgor” and, together with the Borrower, “you”)

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

United States

Attention: Chief Financial Officer

	 	 
	From:	The Royal Bank of Scotland plc (in its capacity as Agent for the Lenders)
	 	
Syndicated Loans Agency

Corporate & Institutional Banking,

250 Bishopsgate

London, EC2M 4AA

United Kingdom



 

     

31 May 2017

 

Dear Sirs,

 

Multicurrency Facility Agreement dated 26 September 2014 (as amended, supplemented and/or restated from time to time and as last amended on 31 March 2016) (the “Facility Agreement”, capitalised terms used but not defined herein as therein defined) 

  

	1.	Introduction
	 	 
	
1.1.
	
Reference is made to the Facility Agreement, the letter agreement, dated 8 March 2017, between the Parent, the Borrower and the Agent (the “Interim Funding Letter”) and the letter agreement dated 19 May 2017 between you and the Agent (the “19 May Forbearance Letter”). This letter is referred to as the “First Extension Letter”.



 

	
1.2.
	
You have requested, and the Agent (acting on the instructions of all the Lenders) has agreed to forbear from exercising any remedies in respect of the Enumerated Defaults (as defined in the 19 May Forbearance Letter) during the First Extended Forbearance Period (as defined below) on the terms of this First Extension Letter. 



   

	2.	The First Extended Forbearance Period
	 	 
	
2.1.
	
During the First Extended Forbearance Period, the Agent (acting on the instructions of all the Lenders) hereby agrees to waive, each Default and/or Event of Default which is an Enumerated Default (as defined in the 19 May Forbearance Letter) (and to forbear from exercising any rights or remedies under the Finance Documents as a result of any such Default and/or Event of Default which is an Enumerated Default) on the terms and conditions of the 19 May Forbearance Letter and this First Extension Letter. All references to the “Forbearance Period” in the 19 May Forbearance Letter shall mean the Forbearance Period, as extended during the First Extended Forbearance Period.



 

	 	
2.2.
	
The “First Extended Forbearance Period” is the period beginning on the date that the conditions set forth in Clause 4 below have been satisfied and ending on the earliest to occur of (x) 11:59 p.m. (New York Time) 16 June 2017, (y) the occurrence of any Early Termination Event (as defined in the 19 May Forbearance Letter) or (z) entry of a final order pursuant to 11 U.S.C. §§ 362, 363, and 364 authorizing on a final basis the DIP Intercompany Facility and DIP Intercompany Finance Documents (each as defined in the Interim Order).



 

 


 

 




 


 

	
3.
	
No other amendments; reservation of rights; no waiver



 

Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Interim Funding Letter and the 19 May Forbearance Letter shall remain in full force and effect; provided that capitalised terms defined herein shall apply to the 19 May Forbearance Letter mutatis mutandis. 

 

	
4.
	
Conditions to First Extended Forbearance Period



 

The First Extended Forbearance Period shall commence upon the satisfaction of the following conditions precedent, each in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders), and remain in effect only so long as such conditions remain so satisfied:

 

	 	
4.1.
	
the Parent shall have filed a stipulation to the Interim Order extending the effectiveness of Paragraph 22 thereof, which the court shall have approved and provisions of such Paragraph 22 shall remain effective until 16 June 2017; 



 

	 	
4.2.
	
the Borrower (or the Parent on the Borrower’s behalf) has (i), to the extent invoiced on or prior to the date hereof, paid all outstanding fees and expenses of financial advisor and counsel to the Agent required to be paid pursuant to the terms of the Facility Agreement and the Forbearance Documents; and (ii) following the date hereof, duly and punctually pays all such fees and expenses promptly upon receipt of invoices and in any event within the time limits required by such documents (or any later time that the Agent, in its sole discretion, may agree); and



 

	 	
4.3.
	
the Borrower continues to be in material compliance with all other terms of this First Extension Letter, the Interim Funding Letter and the Forbearance Documents.



 

	
5.
	
Covenants of the Borrower



 

The Borrower (or its advisors on its behalf) shall, or shall cause the Parent (or its advisors on its behalf) to, provide weekly updates to the Agent on the status of the Chapter 11 Case and negotiations between GulfMark Rederi A.S. (the “NOK Borrower”) and DNB Bank ASA for the extension or expansion of that certain NOK 600 million Amended and Restated Multi-Currency Revolving Credit Facility Agreement, dated 23 October 2014 (the “NOK Facility”).

 

	
6.
	
More Favourable Terms



 

To the extent that any other forbearance or standstill agreement entered into by the Parent or any of its subsidiaries (any such agreement, a “Third Party Forbearance Agreement”), or any amendment to any Third Party Forbearance Agreement entered into or agreed on or after the date of this First Extension Letter during the First Extended Forbearance Period, provides any benefit or right (including, without limitation, the benefit of a forbearance period of shorter duration than the First Extended Forbearance Period) to any creditor party thereto that is more favourable than any benefit or right provided under this First Extension Letter, taking into account the terms and conditions currently in effect with such creditor party, notwithstanding the relevant Third Party Forbearance Agreement, this First Extension Letter shall be amended so as to cause any such benefit or right to be made available to the Lenders concurrently with making any such benefit or right available, and on comparable terms as it is made available, to any such other creditor. The Borrower agrees to provide copies of any Third Party Forbearance Agreement or any amendments to Third Party Forbearance Agreements to the Lenders promptly, but in any event within two (2) Business Days, of execution thereof. 

 

 


 

 




 


 

	
7.
	
Tolling of time periods



 

The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Agent or any Lender may be entitled to take or bring to enforce its rights and remedies against you are, to the fullest extent permitted by law, tolled and suspended during the First Extended Forbearance Period.

 

	
8.
	
Counterparts



 

This First Extension Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this First Extension Letter.

 

	
9.
	
Governing law, jurisdiction and enforcement



   

This First Extension Letter and any non-contractual arrangements arising out of or in relation to it shall be governed by English law. This First Extension Letter is a Finance Document. The provisions of Clauses 44 (Remedies and Waivers) and 49 (Enforcement) of the Facility Agreement shall apply in relation to this First Extension Letter as if such provisions were restated in this First Extension Letter in their entirety, but with references in Clause 49 (Enforcement) to “Finance Documents” and “this Agreement” construed to refer to this First Extension Letter.

 

 

 

[Signature Pages Follow]

 

 


 

 




 


 

Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance of this letter below.

 

Yours faithfully

 

	
The Agent

 

/s/ Paul Keilty

............................................................

For and on behalf of

The Royal Bank of Scotland plc (acting on the

instructions of all the Lenders)



 

 


 

 




 


  

Accepted and agreed by:

 

The Borrower

 

	
 

 

/s/ J. Mitchell

.........................................................

For and on behalf of

GulfMark Americas, Inc.

 

 
	
 

 

May 31, 2017

.......................................

Date

	
The Pledgor
	  
	
 

 

/s/ J. Mitchell

.........................................................

For and on behalf of

GulfMark Management, Inc.

 
	
 

 

May 31, 2017

.......................................

Date