exv10w1






Exhibit 10.1




EXECUTION COPY




 





TIDEWATER INC.

and

CERTAIN SUBSIDIARIES




$425,000,000

Aggregate Principal Amount

Senior Notes




$42,500,000 3.28% Senior Notes, Series A, due December 30, 2015

$44,500,000 3.90% Senior Notes, Series B, due December 30, 2017

$25,000,000 3.95% Senior Notes, Series C, due December 30, 2017

$25,000,000 4.12% Senior Notes, Series D, due December 30, 2018

$25,000,000 4.17% Senior Notes, Series E, due December 30, 2018

$50,000,000 4.33% Senior Notes, Series F, due December 30, 2019

$100,000,000 4.51% Senior Notes, Series G, due December 30, 2020

$65,000,000 4.56% Senior Notes, Series H, due December 30, 2020

$48,000,000 4.61% Senior Notes, Series I, due December 30, 2022




 






NOTE PURCHASE AGREEMENT




 






Dated as of September 9, 2010




 





	 	 	 	 	 

	 

	 	Series A PPN: 88643@ AA4
	 	Series F PPN: 88643@ AF3
	 

	 	Series B PPN: 88643@ AB2
	 	Series G PPN: 88643@ AG1
	 

	 	Series C PPN: 88643@ AC0
	 	Series H PPN: 88643@ AH9
	 

	 	Series D PPN: 88643@ AD8
	 	Series I PPN: 88643@ AJ5
	 

	 	Series E PPN: 88643@ AE6	 	 










 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	1.	 	AUTHORIZATION OF NOTES	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	2.	 	SALE AND PURCHASE OF NOTES	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	3.	 	CLOSING	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	4.	 	CONDITIONS TO CLOSING	 	 	3	 
	 
	 	4.1.	 	Representations and Warranties	 	 	3	 
	 
	 	4.2.	 	Performance; No Default	 	 	3	 
	 
	 	4.3.	 	Compliance Certificates	 	 	3	 
	 
	 	4.4.	 	Opinions of Counsel	 	 	3	 
	 
	 	4.5.	 	Purchase Permitted By Applicable
Law, etc.	 	 	4	 
	 
	 	4.6.	 	Sale of Other Notes	 	 	4	 
	 
	 	4.7.	 	Payment of Special Counsel Fees	 	 	4	 
	 
	 	4.8.	 	Private Placement Number	 	 	4	 
	 
	 	4.9.	 	Changes in Corporate Structure	 	 	4	 
	 
	 	4.10.	 	Credit Agreement	 	 	4	 
	 
	 	4.11.	 	Proceedings and Documents	 	 	4	 
	 
	 	4.12.	 	Funding Instructions	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	5.	 	REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS	 	 	5	 
	 
	 	5.1.	 	Organization; Power and Authority	 	 	5	 
	 
	 	5.2.	 	Authorization, etc.	 	 	5	 
	 
	 	5.3.	 	Disclosure	 	 	5	 
	 
	 	5.4.	 	Organization and Ownership of Shares of Subsidiaries	 	 	6	 
	 
	 	5.5.	 	Financial Statements	 	 	6	 
	 
	 	5.6.	 	Compliance with Laws, Other
Instruments, etc.	 	 	6	 
	 
	 	5.7.	 	Governmental Authorizations, etc.	 	 	7	 
	 
	 	5.8.	 	Litigation; Observance of Statutes and Orders	 	 	7	 
	 
	 	5.9.	 	Taxes	 	 	7	 
	 
	 	5.10.	 	Title to Property; Leases	 	 	8	 
	 
	 	5.11.	 	Licenses, Permits, etc.	 	 	8	 
	 
	 	5.12.	 	Compliance with ERISA	 	 	8	 
	 
	 	5.13.	 	Private Offering by the Company	 	 	9	 
	 
	 	5.14.	 	Use of Proceeds; Margin Regulations	 	 	9	 
	 
	 	5.15.	 	Existing Indebtedness	 	 	9	 
	 
	 	5.16.	 	Foreign Assets Control Regulations, etc.	 	 	10	 
	 
	 	5.17.	 	Status under Certain Statutes	 	 	11	 
	 
	 	5.18.	 	Environmental Matters	 	 	11	 
	 
	 	5.19.	 	Solvency of Obligors	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	6.	 	REPRESENTATIONS OF THE PURCHASERS	 	 	12	 






i









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	 
	 	6.1.	 	Purchase for Investment	 	 	12	 
	 
	 	6.2.	 	Source of Funds	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	7.	 	INFORMATION AS TO OBLIGORS	 	 	13	 
	 
	 	7.1.	 	Financial and Business Information	 	 	13	 
	 
	 	7.2.	 	Officer’s Certificate	 	 	16	 
	 
	 	7.3.	 	Electronic Delivery	 	 	16	 
	 
	 	7.4.	 	Inspection	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	8.	 	PREPAYMENT OF THE NOTES	 	 	17	 
	 
	 	8.1.	 	No Scheduled Prepayments	 	 	17	 
	 
	 	8.2.	 	Optional Prepayments with Make-Whole Amount	 	 	17	 
	 
	 	8.3.	 	Mandatory Offer to Prepay Upon Change of Control	 	 	18	 
	 
	 	8.4.	 	Allocation of Partial Prepayments	 	 	19	 
	 
	 	8.5.	 	Maturity; Surrender, etc.	 	 	20	 
	 
	 	8.6.	 	Purchase of Notes	 	 	20	 
	 
	 	8.7.	 	Make-Whole Amount	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	9.	 	AFFIRMATIVE COVENANTS	 	 	21	 
	 
	 	9.1.	 	Compliance with Law	 	 	22	 
	 
	 	9.2.	 	Insurance	 	 	22	 
	 
	 	9.3.	 	Maintenance of Properties	 	 	22	 
	 
	 	9.4.	 	Payment of Taxes	 	 	22	 
	 
	 	9.5.	 	Corporate Existence, etc.	 	 	23	 
	 
	 	9.6.	 	Books and Records	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	10.	 	NEGATIVE COVENANTS	 	 	23	 
	 
	 	10.1.	 	Consolidated Debt	 	 	23	 
	 
	 	10.2.	 	Priority Debt	 	 	23	 
	 
	 	10.3.	 	Indebtedness of  Subsidiaries	 	 	23	 
	 
	 	10.4.	 	Liens	 	 	24	 
	 
	 	10.5.	 	Mergers, Consolidations, etc.	 	 	26	 
	 
	 	10.6.	 	Sale of Assets	 	 	27	 
	 
	 	10.7.	 	Subsidiary Guaranty	 	 	28	 
	 
	 	10.8.	 	Nature of Business	 	 	28	 
	 
	 	10.9.	 	Transactions with Affiliates	 	 	28	 
	 
	 	10.10.	 	Terrorism Sanctions Regulations	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	11.	 	EVENTS OF DEFAULT	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	12.	 	REMEDIES ON DEFAULT, ETC	 	 	31	 
	 
	 	12.1.	 	Acceleration	 	 	31	 
	 
	 	12.2.	 	Other Remedies	 	 	31	 
	 
	 	12.3.	 	Rescission	 	 	32	 
	 
	 	12.4.	 	No Waivers or Election of Remedies,
Expenses, etc.	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	 	32	 






ii









 






	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	 
	 	13.1.	 	Registration of Notes	 	 	32	 
	 
	 	13.2.	 	Transfer and Exchange of Notes	 	 	33	 
	 
	 	13.3.	 	Replacement of Notes	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	14.	 	PAYMENTS ON NOTES	 	 	33	 
	 
	 	14.1.	 	Place of Payment	 	 	33	 
	 
	 	14.2.	 	Home Office Payment	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	15.	 	EXPENSES, ETC	 	 	34	 
	 
	 	15.1.	 	Transaction Expenses	 	 	34	 
	 
	 	15.2.	 	Survival	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	17.	 	AMENDMENT AND WAIVER	 	 	35	 
	 
	 	17.1.	 	Requirements	 	 	35	 
	 
	 	17.2.	 	Solicitation of Holders of Notes	 	 	35	 
	 
	 	17.3.	 	Binding Effect, etc.	 	 	36	 
	 
	 	17.4.	 	Notes held by Obligors, etc.	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	18.	 	NOTICES	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	19.	 	REPRODUCTION OF DOCUMENTS	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	20.	 	CONFIDENTIAL INFORMATION	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	21.	 	SUBSTITUTION OF PURCHASER	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	22.	 	MISCELLANEOUS	 	 	39	 
	 
	 	22.1.	 	Successors and Assigns	 	 	39	 
	 
	 	22.2.	 	Payments Due on Non-Business Days	 	 	39	 
	 
	 	22.3.	 	Severability	 	 	39	 
	 
	 	22.4.	 	Construction	 	 	39	 
	 
	 	22.5.	 	Counterparts	 	 	39	 
	 
	 	22.6.	 	Governing Law	 	 	40	 






iii









 






	 	 	 	 	 
	SCHEDULE A

	 	—
	 	Information Relating to Purchasers
	SCHEDULE B

	 	—
	 	Defined Terms
	SCHEDULE 4.9

	 	—
	 	Changes in Corporate Structure
	SCHEDULE 5.3

	 	—
	 	Disclosure Materials
	SCHEDULE 5.4

	 	—
	 	Subsidiaries and Ownership of Subsidiary Stock
	SCHEDULE 5.5

	 	—
	 	Financial Statements
	SCHEDULE 5.8

	 	—
	 	Certain Litigation
	SCHEDULE 5.11

	 	—
	 	Licenses, Permits, etc.
	SCHEDULE 5.14

	 	—
	 	Use of Proceeds
	SCHEDULE 5.15

	 	—
	 	Indebtedness
	SCHEDULE 10.3

	 	—
	 	Indebtedness of Subsidiaries
	SCHEDULE 10.4

	 	—
	 	Liens; Sale-Leaseback Arrangements
	EXHIBIT 1(a)

	 	—
	 	Form of Series A Senior Note
	EXHIBIT 1(b)

	 	—
	 	Form of Series B Senior Note
	EXHIBIT 1(c)

	 	—
	 	Form of Series C Senior Note
	EXHIBIT 1(d)

	 	—
	 	Form of Series D Senior Note
	EXHIBIT 1(e)

	 	—
	 	Form of Series E Senior Note
	EXHIBIT 1(f)

	 	—
	 	Form of Series F Senior Note
	EXHIBIT 1(g)

	 	—
	 	Form of Series G Senior Note
	EXHIBIT 1(h)

	 	—
	 	Form of Series H Senior Note
	EXHIBIT 1(i)

	 	—
	 	Form of Series I Senior Note
	EXHIBIT 1(j)

	 	—
	 	Form of Subsidiary Guaranty
	EXHIBIT 4.4(a)

	 	—
	 	Form of Opinion of Special Counsel for the Obligors
	EXHIBIT 4.4(b)

	 	—
	 	Form of Opinion of Special Counsel to the Purchasers







iv











 





TIDEWATER INC.

AND

CERTAIN SUBSIDIARIES




Pan-American Life Center

601 Poydras Street

New Orleans, LA 70130

(504) 568-1010

Fax: (504) 566-4559



$425,000,000

Aggregate Principal Amount

Senior Notes



$42,500,000 3.28% Senior Notes, Series A, due December 30, 2015

$44,500,000 3.90% Senior Notes, Series B, due December 30, 2017

$25,000,000 3.95% Senior Notes, Series C, due December 30, 2017

$25,000,000 4.12% Senior Notes, Series D, due December 30, 2018

$25,000,000 4.17% Senior Notes, Series E, due December 30, 2018

$50,000,000 4.33% Senior Notes, Series F, due December 30, 2019

$100,000,000 4.51% Senior Notes, Series G, due December 30, 2020

$65,000,000 4.56% Senior Notes, Series H, due December 30, 2020

$48,000,000 4.61% Senior Notes, Series I, due December 30, 2022



Dated as of September 9, 2010




TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:




Ladies and Gentlemen:



          TIDEWATER INC., a Delaware corporation (the “Company”), and each Subsidiary of the Company
signing the signature page to this Agreement (each such Subsidiary and the Company, an “Obligor,”
and collectively the “Obligors”), jointly and severally, agree with you as follows:



1. AUTHORIZATION OF NOTES.



          The Obligors have authorized the issue and sale of $425,000,000 of Senior Notes, consisting of
(i) $42,500,000 aggregate principal amount of their 3.28% Senior Notes, Series A, due December 30,
2015 (the “Series A Notes”); (ii) $44,500,000 aggregate principal amount of their 3.90% Senior
Notes, Series B, due December 30, 2017 (the “Series B Notes”); (iii) $25,000,000 aggregate
principal amount of their 3.95% Senior Notes, Series C, due December 30, 2017 (the “Series C
Notes”); (iv) $25,000,000 aggregate principal amount of their 4.12% Senior Notes, Series D, due
December 30, 2018 (the “Series D Notes”); (v) $25,000,000



 









 








aggregate principal amount of their 4.17% Senior Notes, Series E, due December 30, 2018 (the
“Series E Notes”); (vi) $50,000,000 aggregate principal amount of their 4.33% Senior Notes, Series
F, due December 30, 2019 (the “Series F Notes”); (vii) $100,000,000 aggregate principal amount of
their 4.51% Senior Notes, Series G, due December 30, 2020 (the “Series G Notes”); (viii)
$65,000,000 aggregate principal amount of their 4.56% Senior Notes, Series H, due December 30, 2020
(the “Series H Notes”); and (ix) $48,000,000 aggregate principal amount of their 4.61% Senior
Notes, Series I, due December 30, 2022 (the “Series I Notes” and collectively with the Series A
Notes, the Series B Notes, the Series C Notes, the Series D Notes, the Series E Notes, the Series F
Notes, the Series G Notes and the Series H Notes, the “Notes”, such term to include any such Notes
issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be
substantially in the form set out in Exhibits 1(a), 1(b), 1(c), 1(d), 1(e), 1(f), 1(g), 1(h) or
1(i) as appropriate, with such changes therefrom, if any, as may be approved by you, the Other
Purchasers and the Obligors. Certain capitalized terms used in this Agreement are defined in
Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement. The Notes will be guaranteed by any Subsidiary
that is not an Obligor and in the future becomes a guarantor of, or otherwise becomes obligated in
respect of, any Indebtedness to banks under the Credit Agreement (individually, a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”) pursuant to a guaranty in substantially
the form of Exhibit 1(j) (the “Subsidiary Guaranty”). The Notes will be unsecured and will rank
pari passu with the Obligors’ Indebtedness to banks under the Credit Agreement and with all other
senior unsecured Indebtedness of the Obligors.




2. SALE AND PURCHASE OF NOTES.



          Subject to the terms and conditions of this Agreement, the Obligors will issue and sell to you
and each of the other purchasers named in Schedule A (the “Other Purchasers”), and you and the
Other Purchasers will purchase from the Obligors, at each Closing provided for in Section 3, Notes
in the principal amount and series specified opposite your names in Schedule A at the purchase
price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of
the Other Purchasers are several and not joint obligations and you shall have no obligation and no
liability to any Person for the performance or non-performance by any Other Purchaser hereunder.



3. CLOSING.



          The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur
at the offices of Foley & Larder LLP, 321 North Clark Street, Suite 2800, Chicago, Illinois
60654-5313, at 9:00 a.m., at closings on October 15, 2010 (the “First Closing”) and on December 30,
2010 (the “Second Closing” and, together with the First Closing, the “Closing”) or on such other
Business Day thereafter as may be agreed upon by the Obligors and you and the Other Purchasers.
The Series A Notes, the Series B Notes, the Series D Notes, the Series F Notes, the Series G Notes
and the Series I Notes will be issued at the First Closing. The Series C Notes, the Series E Notes
and the Series H Notes will be issued at the Second Closing. At each Closing the Obligors will
deliver to you the Notes to be purchased by you at such Closing in the form of a single Note (or
such greater number of Notes in denominations of at least $500,000 as you may request) dated the
date of such Closing and registered in your name (or in the name of your nominee), against delivery
by you to the Obligors or their order of



2









 








immediately available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Obligors to account number 304607517, FBO:
Tidewater, Inc. at JPMorgan Chase Bank N.A., New York, New York, ABA No. 021000021. If at the
applicable Closing the Obligors fail to tender such Notes to you as provided above in this Section
3, or any of the conditions specified in Section 4 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights you may have by reason of such failure or such
nonfulfillment.




4. CONDITIONS TO CLOSING.



          Your obligation to purchase and pay for the Notes to be sold to you at each Closing is subject
to the fulfillment to your satisfaction, prior to or at such Closing, of the following conditions:



4.1. Representations and Warranties.



          The representations and warranties of the Obligors in this Agreement shall be correct when
made and at the time of each Closing.



4.2. Performance; No Default.



          The Obligors shall have performed and complied with all agreements and conditions contained in
this Agreement required to be performed or complied with by them prior to or at such Closing and
after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof
as contemplated by Schedule 5.14) no Default or Event of Default shall have occurred and be
continuing.




	4.3.	 	Compliance Certificates.






     (a) Officer’s Certificate. The Obligors shall have delivered to you an
Officer’s Certificate, dated the date of such Closing, certifying that the conditions
specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.




     (b) Secretary’s Certificate. The Company and each other Obligor shall have
delivered to you a certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of the Notes and
the Agreement.



4.4. Opinions of Counsel.



          You shall have received opinions in form and substance satisfactory to you, dated the date of
such Closing (a) from Jones Walker, special counsel for the Obligors, covering the matters set
forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated
hereby as you or your counsel may reasonably request (and the Obligors instruct their counsel to
deliver such opinion to you) and (b) from Foley & Lardner LLP, your special counsel in connection
with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such
other matters incident to such transactions as you may reasonably request.



3









 








4.5. Purchase Permitted By Applicable Law, etc.



          On the date of each Closing your purchase of Notes shall (i) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to provisions (such as
Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance
companies without restriction as to the character of the particular investment, (ii) not violate
any applicable law or regulation (including, without limitation, Regulation U, T or X of the Board
of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof. If requested by you, you shall have received an Officer’s Certificate
certifying as to such matters of fact as you may reasonably specify to enable you to determine
whether such purchase is so permitted.



4.6. Sale of Other Notes.



          Contemporaneously with each Closing the Obligors shall sell to the Other Purchasers and the
Other Purchasers shall purchase the Notes to be purchased by them at such Closing as specified in
Schedule A.



4.7. Payment of Special Counsel Fees.



          Without limiting the provisions of Section 15.1, the Obligors shall have paid on or before
each Closing the fees, charges and disbursements of your special counsel referred to in Section
4.4, to the extent reflected in a statement of such counsel rendered to the Obligors at least one
Business Day prior to such Closing.



4.8. Private Placement Number.



          A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation
with the Securities Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained by Foley & Lardner LLP for each series of the Notes.



4.9. Changes in Corporate Structure.



          Except as specified in Schedule 4.9, no Obligor shall have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have succeeded to all or
any substantial part of the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5.



4.10. Credit Agreement.



          You and your special counsel shall have been provided with a copy of the Credit Agreement as
currently in effect.



4.11. Proceedings and Documents.



          All corporate and other proceedings in connection with the transactions contemplated by this
Agreement and all documents and instruments incident to such transactions



4









 








shall be satisfactory to you and your special counsel, and you and your special counsel shall
have received all such counterpart originals or certified or other copies of such documents as you
or they may reasonably request.




4.12. Funding Instructions.



          At least three Business Days prior to the date of each Closing, you shall have received
written instructions signed by a Responsible Officer on letterhead of the Company confirming the
information specified in Section 3 including (i) the name and address of the transferee bank, (ii)
such transferee bank’s ABA number and (iii) the account name and number into which the purchase
price for the Notes is to be deposited



5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.



          The Obligors, jointly and severally, represent and warrant to you that:



5.1. Organization; Power and Authority.



          Each Obligor is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in
good standing in each jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each
Obligor has the corporate power and authority to own or hold under lease the properties it purports
to own or hold under lease, to transact the business it transacts and proposes to transact, to
execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.



5.2. Authorization, etc.



          This Agreement and the Notes have been duly authorized by all necessary corporate action on
the part of each Obligor, and this Agreement constitutes, and upon execution and delivery thereof
each Note will constitute, a legal, valid and binding obligation of each Obligor enforceable
against such Obligor in accordance with its terms, except as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).



5.3. Disclosure.



          The Obligors, through their agent, Wells Fargo Securities, LLC, have delivered to you and each
Other Purchaser a copy of a Private Placement Memorandum, dated August 2010 (the “Memorandum”),
relating to the transactions contemplated hereby. Except as disclosed in Schedule 5.3, this
Agreement, the Memorandum, the documents, certificates or other writings identified in Schedule 5.3
and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue
statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they



5









 








were made. Except as disclosed in the Memorandum or as expressly described in Schedule 5.3,
or in one of the documents, certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since March 31, 2010, there has been no change in the financial
condition, operations, business or properties of the Company or any Subsidiary, except changes that
individually or in the aggregate would not reasonably be expected to have a Material Adverse
Effect.




5.4. Organization and Ownership of Shares of Subsidiaries.





     (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the
Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each other Subsidiary
and whether such Subsidiary is an Obligor.




     (b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have
been validly issued, are fully paid and nonassessable and are owned by the Company or
another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule
5.4).




     (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity
duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal entity and is in
good standing in each jurisdiction in which such qualification is required by law, other
than those jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own
or hold under lease the properties it purports to own or hold under lease and to transact
the business it transacts and proposes to transact.



5.5. Financial Statements.



          The Obligors have delivered to you and each Other Purchaser copies of the financial statements
of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements
(including in each case the related schedules and notes) fairly present in all material respects
the consolidated financial condition of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto (subject, in the case of
any interim financial statements, to normal year-end adjustments).



5.6. Compliance with Laws, Other Instruments, etc.



          The execution, delivery and performance by each Obligor of this Agreement and the Notes will
not (i) contravene, result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of any Obligor or any other Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate



6









 








charter or by-laws, or any other Material agreement or instrument to which any Obligor or any
other Subsidiary is bound or by which any Obligor or any other Subsidiary or any of their
respective properties may be bound or affected, (ii) conflict with or result in a breach of any of
the terms, conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to any Obligor or any other Subsidiary or (iii)
violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to any Obligor or any other Subsidiary.




5.7. Governmental Authorizations, etc.



          No consent, approval or authorization of, or registration, filing or declaration with, any
Governmental Authority is required in connection with the execution, delivery or performance by any
Obligor of this Agreement or the Notes.



5.8. Litigation; Observance of Statutes and Orders.





     (a) Except as disclosed in Schedule 5.8, there are no actions, suits or proceedings
pending or, to the knowledge of the Obligors, threatened against or affecting any Obligor or
any other Subsidiary or any property of any Obligor or any other Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental Authority that,
individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect.




     (b) No Obligor or any other Subsidiary is in default under any order, judgment, decree
or ruling of any court, arbitrator or Governmental Authority or is in violation of any
applicable law, ordinance, rule or regulation (including Environmental Laws and the USA
Patriot Act) of any Governmental Authority, which default or violation, individually or in
the aggregate, would reasonably be expected to have a Material Adverse Effect.



5.9. Taxes.



          The Company and its Subsidiaries have filed all income tax returns that are required to have
been filed in any jurisdiction, and have paid all taxes, shown to be due and payable on such
returns and all other taxes and assessments payable by them, to the extent such taxes and
assessments have become due and payable and before they have become delinquent, except for any
taxes and assessments (i) the amount of which is not individually or in the aggregate Material or
(ii) the amount, applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be,
has established adequate reserves in accordance with GAAP. The Federal income tax returns of the
Company and its Subsidiaries have been audited by the Internal Revenue Service, and all taxes shown
in such returns or finally determined by the Internal Revenue Service to be due have been paid, for
all fiscal years up to and including the fiscal year ended March 31, 2007.



7









 








5.10. Title to Property; Leases.



          The Company and its Subsidiaries have good and sufficient title to their respective Material
properties, including all such properties reflected in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary
after said date (except as sold or otherwise disposed of in the ordinary course of business), in
each case free and clear of Liens prohibited by this Agreement, except for those defects in title
and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All
Material leases are valid and subsisting and are in full force and effect in all material respects.



5.11. Licenses, Permits, etc.



          Except as disclosed in Schedule 5.11, the Company and its Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and
trade names, or rights thereto, that are Material, without known conflict with the rights of
others, except for those conflicts that, individually or in the aggregate, would not have a
Material Adverse Effect.



5.12. Compliance with ERISA.





     (a) The Company and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance as have not
resulted in and would not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that would reasonably be expected to result in the incurrence of any such
liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of
the rights, properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section
401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.




     (b) The present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans) that is a defined benefit pension plan qualified under Code
Section 401(a), determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent
actuarial valuation report, did not exceed the aggregate current value of the assets of such
Plan allocable to such benefit liabilities by an amount that, individually or in the
aggregate, is Material. The term “benefit liabilities” has the meaning specified in section
4001 of ERISA and the terms “current value” and “present value” have the meaning specified
in section 3 of ERISA.




     (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201 or



8









 






4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate
are Material.




     (d) The expected postretirement benefit obligation (determined as of the last day of
the Company’s most recently ended fiscal year in accordance with Financial Accounting
Standards Board Statement No. 106, without regard to liabilities attributable to
continuation coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material or has been disclosed in the most recent audited consolidated
financial statements of the Company and its Subsidiaries.




     (e) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of section
406 of ERISA or in connection with which a tax would be imposed pursuant to section
4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of
this Section 5.12(e) is made in reliance upon and subject to the accuracy of your
representation in Section 6.2 as to the sources of the funds used to pay the purchase price
of the Notes to be purchased by you.



5.13. Private Offering by the Company.



          No Obligor or anyone acting on its behalf has offered the Notes or any similar securities for
sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated
in respect thereof with, any person other than you, the Other Purchasers and not more than 47 other
Institutional Investors, each of which has been offered the Notes at a private sale for investment.
No Obligor or anyone acting on its behalf has taken, or will take, any action that would subject
the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities
Act.



5.14. Use of Proceeds; Margin Regulations.



          The Obligors will apply the proceeds of the sale of the Notes for general corporate purposes,
to repay Indebtedness and to fund capital expenditures as set forth in Schedule 5.14. No part of
the proceeds from the sale of the Notes will be used, directly or indirectly, for the purpose of
buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve any Obligor in a violation of Regulation X of
said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said
Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated
assets of the Company and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 5% of the value of such assets. As used in this Section,
the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to
them in said Regulation U.



5.15. Existing Indebtedness.



          Except as described therein, Schedule 5.15 sets forth a complete and correct list of all
outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2010 and the date
hereof, since which date there has been no Material change in the amounts, interest rates,



9









 








sinking funds, installment payments or maturities of the Indebtedness of the Company or its
Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is
currently in effect, in the payment of any principal or interest on any Indebtedness of the Company
or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company
or any Subsidiary that is outstanding in an aggregate principal amount in excess of $5,000,000 and
that would permit (or that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.




5.16. Foreign Assets Control Regulations, etc.





     (a) Neither the Company nor any Subsidiary is (i) a Person whose name appears on the
list of Specially Designated Nationals and Blocked Persons published by the Office of
Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or
(ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on
behalf of, directly or indirectly, in violation of any law or regulation, (x) any OFAC
Listed Person or (y) the government of a country subject to comprehensive U.S. economic
sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea
(each OFAC Listed Person and each other entity described in clause (ii), a “Blocked
Person”).




     (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will
constitute funds obtained on behalf of any Blocked Person or will otherwise be used,
directly by the Company or indirectly through any Subsidiary, in connection with any
investment in, or any transactions or dealings with, any Blocked Person.




     (c) To the Company’s actual knowledge after making due inquiry, neither the Company
nor any Subsidiary (i) is under investigation by any Governmental Authority for, or has been
charged with, or convicted of, money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes under any applicable law
(collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under
any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an
action under any Anti-Money Laundering Laws. The Company has taken reasonable measures
appropriate, in the judgment of the Company, to the circumstances (in any event as
required by applicable law), to ensure that the Company and each Subsidiary is and will
continue to be in compliance with all applicable current and future Anti-Money Laundering
Laws.




     (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly
or indirectly, for any payments to any governmental official or employee, political party,
official of a political party, candidate for political office, official of any public
international organization or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that
such Act applies to the Company.



10









 





5.17. Status under Certain Statutes.



          No Obligor or any other Subsidiary is subject to regulation under the Investment Company Act
of 1940, as amended, the Interstate Commerce Act, as amended by the ICC Termination Act, as
amended, or the Federal Power Act, as amended.



5.18. Environmental Matters.



          No Obligor or any other Subsidiary has knowledge of any claim or has received any notice of
any claim, and no proceeding has been instituted raising any claim against any Obligor or any other
Subsidiary or any of their respective real properties now or formerly owned, leased or operated by
any of them or other assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as would not reasonably be expected to result in a
Material Adverse Effect. Except as otherwise disclosed to you in writing,




     (a) no Obligor or any other Subsidiary has knowledge of any facts that would give rise
to any claim, public or private, of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except,
in each case, such as would not reasonably be expected to result in a Material Adverse
Effect;




     (b) no Obligor or any other Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not disposed of
any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any
manner that would reasonably be expected to result in a Material Adverse Effect; and




     (c) all buildings on all real properties now owned, leased or operated by any Obligor
or any other Subsidiary are in compliance with applicable Environmental Laws, except where
failure to comply would not reasonably be expected to result in a Material Adverse Effect.



5.19. Solvency of Obligors.



          After giving effect to the transactions contemplated herein, (i) the present fair salable
value of the assets of each Obligor is in excess of the amount that will be required to pay its
probable liability on its existing debts as said debts become absolute and matured, (ii) each
Obligor has received reasonably equivalent value for executing and delivering this Agreement and
issuing and selling the Notes, (iii) the property remaining in the hands of each Obligor is not an
unreasonably small amount of capital, and (iv) each Obligor is able to pay its debts as they
mature.



11









 








6. REPRESENTATIONS OF THE PURCHASERS.




6.1. Purchase for Investment.



          You represent that you are purchasing the Notes for your own account or for one or more
separate accounts maintained by you or for the account of one or more pension or trust funds and
not with a view to the distribution thereof, provided that the disposition of your or their
property shall at all times be within your or their control. You understand that the Notes have
not been registered under the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required by law, and that
the Obligors are not required to register the Notes. You represent that you are an “accredited
investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D
under the Securities Act.



6.2. Source of Funds.



          You represent that at least one of the following statements is an accurate representation as
to each source of funds (a “Source”) to be used by you to pay the purchase price of the Notes to be
purchased by you hereunder:




     (a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




     (b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




     (c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund,
within the meaning of PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to
the Obligors in writing pursuant to this paragraph (c), no employee benefit plan or group of
plans maintained by the same employer or employee



12









 






organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
any Obligor and (i) the identity of such QPAM and (ii) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to the Obligors
in writing pursuant to this clause (d); or




     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption)
owns a 5% or more interest in any Obligor and (i) the identity of such INHAM and (ii) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Obligors in writing pursuant to this clause (e); or




     (f) the Source is a governmental plan; or




     (g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Obligors in writing pursuant to this paragraph (g); or




     (h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.



As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate
account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.




7. INFORMATION AS TO OBLIGORS.




7.1. Financial and Business Information



          The Obligors will deliver to each holder of Notes that is an Institutional Investor:



13









 









     (a) Quarterly Statements — within 60 days (or such other shorter period within
which Quarterly Reports on Form 10-Q are required to be timely filed with the Securities and
Exchange Commission, including any extension permitted by Rule 12b-25 of the Exchange Act)
after the end of each quarterly fiscal period in each fiscal year of the Company (other than
the last quarterly fiscal period of each such fiscal year), duplicate copies of,




     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such quarter,




     (ii) consolidated statements of earnings and stockholders’ equity of the
Company and its Subsidiaries for such quarter and (in the case of the second and
third quarters) for the portion of the fiscal year ending with such quarter, and




     (iii) consolidated statements of cash flows of the Company and its Subsidiaries
for such quarter or (in the case of the second and third quarters) for the portion
of the fiscal year ending with such quarter,



setting forth in each case in comparative form the figures for the corresponding periods in the
previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to
quarterly financial statements generally, and certified by a Senior Financial Officer as fairly
presenting, in all material respects, the financial condition of the companies being reported on
and their results of operations and cash flows, subject to changes resulting from year-end
adjustments, provided that delivery within the time period specified above of copies of the
Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and
filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of
this Section 7.1(a);





     (b) Annual Statements — within 120 days (or such other shorter period within
which Annual Reports on Form 10-K are required to be timely filed with the Securities and
Exchange Commission, including any extension permitted by Rule 12b-25 of the Exchange Act)
after the end of each fiscal year of the Company, duplicate copies of,




     (i) a consolidated balance sheet of the Company and its Subsidiaries, including
the Company, as at the end of such year, and




     (ii) consolidated statements of income, shareholders’ equity and cash flows of
the Company and its Subsidiaries for such year,



setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of
independent certified public accountants of recognized national standing, which opinion shall state
that such financial statements present fairly, in all material respects, the financial condition of
the companies being reported upon and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of such accountants in connection with
such financial statements has been made in accordance with generally accepted auditing standards,
and that such audit provides a reasonable basis for such opinion in the circumstances, provided
that the delivery within the time period specified above of the




14









 








Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual
report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the Securities and Exchange Commission
shall be deemed to satisfy the requirements of this Section 7.1(b);





     (c) SEC and Other Reports — promptly upon their becoming publicly available,
one copy of (i) each financial statement, report, notice or proxy statement sent by the
Company or any Subsidiary to public securities holders generally, and (ii) each regular or
periodic report, each registration statement (other than a Registration Statement on Form
S-8) that shall have become effective (without exhibits except as expressly requested by
such holder), and each final prospectus and all amendments (other than one relating sole to
employee benefit plans) thereto filed by the Company or any Subsidiary with the Securities
and Exchange Commission;




     (d) Notice of Default or Event of Default — promptly, and in any event within
five Business Days after a Responsible Officer becoming aware of the existence of any
Default or Event of Default, a written notice specifying the nature and period of existence
thereof and what action the Obligors are taking or propose to take with respect thereto;




     (e) ERISA Matters — promptly, and in any event within five Business Days after
a Responsible Officer becoming aware of any of the following, a written notice setting forth
the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes
to take with respect thereto:




     (i) with respect to any Plan, any reportable event, as defined in section
4043(b) of ERISA and the regulations thereunder, for which notice thereof has not
been waived pursuant to such regulations as in effect on the date hereof; or




     (ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect to such Multiemployer Plan;
or




     (iii) any event, transaction or condition that would result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions, if such liability or Lien, taken together
with any other such liabilities or Liens then existing, would reasonably be expected
to have a Material Adverse Effect; and




     (f) Requested Information — with reasonable promptness, such other data and
information relating to the business, operations, affairs, financial condition, assets or



15









 






properties of the Obligors or any other Subsidiary or relating to the ability of the
Obligors to perform their obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes.



7.2. Officer’s Certificate.



          Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth:




     (a) Covenant Compliance — the information (including detailed calculations)
required in order to establish whether the Obligors were in compliance with the requirements
of Section 10.1 through Section 10.9, inclusive, during the quarterly or annual period
covered by the statements then being furnished (including with respect to each such Section,
where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as
the case may be, permissible under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence); and




     (b) Event of Default — a statement that such officer has reviewed the relevant
terms hereof and has made, or caused to be made, under his or her supervision, a review of
the transactions and conditions of the Company and its Subsidiaries from the beginning of
the quarterly or annual period covered by the statements then being furnished to the date of
the certificate and that such review shall not have disclosed the existence during such
period of any condition or event that constitutes a Default or an Event of Default or, if
any such condition or event existed or exists (including any such event or condition
resulting from the failure of the Company or any Subsidiary to comply with any Environmental
Law), specifying the nature and period of existence thereof and what action the Obligors
shall have taken or propose to take with respect thereto.



7.3. Electronic Delivery.



          Financial statements, opinions of independent certified public accountants, other information
and officers’ certificates required to be delivered by the Obligors pursuant to Sections 7.1(a),
(b) or (c) and Section 7.2 shall be deemed to have been delivered if any of the following, to the
extent applicable, are satisfied: (i) such financial statements satisfying the requirements of
Section 7.1(a) or (b) and related certificate satisfying the requirements of Section 7.2 are
delivered to you and each other holder of Notes by e-mail, (ii) the Company shall have timely filed
such Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or (b) as the case may
be, with the SEC on “EDGAR” and shall have made such form and the related certificate satisfying
the requirements of Section 7.2 available on its home page on the worldwide web (at the date of
this Agreement located at http://www.tdw.com), (iii) such financial statements satisfying the
requirements of Section 7.1(a) or (b) and related certificate satisfying the requirements of
Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar
website to which each holder of Notes has free access or (iv) the Company shall have filed any of
the items referred to in Section 7.1(c) with the SEC on “EDGAR” and shall have made such items
available on its home page on the worldwide web or if any of such items are timely posted by or on
behalf of the Company on IntraLinks or on any




16












 




other similar website to which each holder of Notes has free access; provided however, that
upon request of any holder, the Obligors will thereafter deliver written copies of such forms,
financial statements, other information and certificates to such holder.




7.4. Inspection.




          The Obligors shall permit the representatives of each holder of Notes that is an Institutional
Investor:





     (a) No Default — if no Default or Event of Default then exists, at the expense
of such holder and upon reasonable prior notice to the Obligors, to visit the principal
executive office of the Company, to discuss the affairs, finances and accounts of the
Company and its Subsidiaries with the Company’s officers, and, with the consent of the
Company (which consent will not be unreasonably withheld), to visit the other offices and
properties of the Company and each Subsidiary, all at such reasonable times and as often as
may be reasonably requested in writing; and




     (b) Default — if a Default or Event of Default then exists, at the expense of
the Obligors, to visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective affairs,
finances, and accounts with their respective officers and independent public accountants
(and by this provision the Obligors authorize said accountants to discuss the affairs,
finances and accounts of the Obligors and any other Subsidiaries), all at such times and as
often as may be requested.



8. PREPAYMENT OF THE NOTES.




8.1. No Scheduled Prepayments.




          No regularly scheduled prepayments are due on the Notes prior to their stated maturity.





	8.2.	 	Optional Prepayments with Make-Whole Amount.





          The Obligors may, at their option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Notes of any series in an amount not less than $5,000,000 in the
aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the
Make-Whole Amount determined for the prepayment date with respect to such principal amount. The
Obligors will give each holder of Notes of the series to be prepaid written notice of each optional
prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date
fixed for such prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Notes of such series to be prepaid on such date, the principal amount of each Note of
such series held by such holder to be prepaid (determined in accordance with Section 8.3), and the
interest to be paid on the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting






17









 







forth the details of such computation. Two Business Days prior to such prepayment, the
Obligors shall deliver to each holder of Notes of the series to be prepaid a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.




8.3. Mandatory Offer to Prepay Upon Change of Control.





     (a) Notice of Change of Control or Control Event — The Company will, within
five Business Days after any Responsible Officer has knowledge of the occurrence of any
Change of Control or Control Event, give notice of such Change of Control or Control Event
to each holder of Notes unless notice in respect of such Change of Control (or the Change of
Control contemplated by such Control Event) shall have been given pursuant to subparagraph
(b) of this Section 8.3. If a Change of Control has occurred, such notice shall contain and
constitute an offer to prepay Notes as described in paragraph (c) of this Section 8.3 and
shall be accompanied by the certificate described in paragraph (g) of this Section 8.3.




     (b) Condition to Company Action — The Company will not take any action that
consummates or finalizes a Change of Control unless (i) at least 10 Business Days prior to
the consummation of such Change of Control it shall have given to each holder of Notes
written notice containing and constituting an offer to prepay Notes accompanied by the
certificate described in paragraph (g) of this Section 8.3, and (ii) subject to the
provisions of paragraph (d) below, contemporaneously with the consummation of such Change of
Control, it prepays all Notes required to be prepaid in accordance with this Section 8.3.




     (c) Offer to Prepay Notes — The offer to prepay Notes contemplated by
paragraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in accordance with
and subject to this Section 8.3, all, but not less than all, of the Notes held by each
holder (in this case only, “holder” in respect of any Note registered in the name of a
nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date
specified in such offer (the “Proposed Prepayment Date”) which date shall reflect with
respect to an offer contemplated by paragraph (b) of this Section 8.3, the Company’s
reasonable estimate of the date upon which the Change of Control is to be consummated. If
such Proposed Prepayment Date is in connection with an offer contemplated by paragraph (a)
of this Section 8.3, such date shall be not less than 30 days and not more than 60 days
after the date of such offer.




     (d) Acceptance; Rejection — A holder of Notes may accept the offer to prepay
made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to
the Company on or before the date specified in the certificate described in paragraph (g) of
this Section 8.3. A failure by a holder of Notes to respond to an offer to prepay made
pursuant to this Section 8.3, or to accept an offer as to all of the Notes held by the
holder, within such time period shall be deemed to constitute rejection of such offer by
such holder.



18









 






     (e) Prepayment — Prepayment of the Notes to be prepaid pursuant to this
Section 8.3 shall be at 100% of the principal amount of such Notes, together with interest
on such Notes accrued to the date of prepayment and shall not require the payment of any
Make-Whole Amount. The prepayment shall be made on the Proposed Prepayment Date except as
provided in paragraph (f) of this Section 8.3.




     (f) Deferral Pending Change of Control — The obligation of the Company to
prepay Notes pursuant to the offers required by paragraphs (a) and (b) and accepted in
accordance with paragraph (d) of this Section 8.3 is subject to the occurrence of the Change
of Control in respect of which such offers and acceptances shall have been made. In the
event that such Change of Control does not occur on or prior to the Proposed Prepayment Date
in respect thereof, the prepayment shall be deferred until and shall be made on the date on
which such Change of Control occurs. The Company shall keep each holder of Notes reasonably
and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on
which such Change of Control and the prepayment are expected to occur, and (iii) any
determination by the Company that efforts to effect such Change of Control have ceased or
been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3
in respect of such Change of Control shall be deemed rescinded). Notwithstanding the
foregoing, in the event that the prepayment has not been made within 90 days after such
Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.3(f), the
Company shall make a new offer to prepay in accordance with paragraph (c) of this Section
8.3; provided that no new offer to prepay shall be required if the Company has determined
that the efforts to effect a Change of Control have ceased or been abandoned.




     (g) Officer’s Certificate — Each offer to prepay the Notes pursuant to this
Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of
the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date,
(ii) that such offer is made pursuant to this Section 8.3, (iii) the principal amount of
each Note offered to be prepaid, (iv) the interest that would be due on each Note offered to
be prepaid, accrued to the Proposed Prepayment Date, (v) that the conditions of this Section
8.3 have been fulfilled, (vi) in reasonable detail, the nature and date or proposed date of
the Change of Control and (vii) the date by which any holder of a Note that wishes to accept
such offer must deliver notice thereof to the Company, which date shall not be earlier than
five Business Days prior to the Proposed Prepayment Date or, in the case of a prepayment
pursuant to Section 8.3(b), the date of the action referred to in Section 8.3(b).



8.4. Allocation of Partial Prepayments.




          In the case of each partial prepayment of the Notes of a series, the principal amount of the
Notes of such series to be prepaid shall be allocated among all of the Notes of such series at the
time outstanding in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for prepayment.







19









 








8.5. Maturity; Surrender, etc.




          In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of
each Note to be prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date and the applicable
Make-Whole Amount, if any. From and after such date, unless the Obligors shall fail to pay such
principal amount when so due and payable, together with the interest and Make-Whole Amount, if any,
as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in
full shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall
be issued in lieu of any prepaid principal amount of any Note.




8.6. Purchase of Notes.




          The Obligors will not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Notes of any series except (a)
upon the payment or prepayment of the Notes of a series in accordance with the terms of this
Agreement and the Notes or (b) pursuant to an offer to purchase made by the Obligors or an
Affiliate pro rata to the holders of all Notes of a series at the time outstanding upon the same
terms and conditions. Any such offer shall provide each holder with sufficient information to
enable it to make an informed decision with respect to such offer, and shall remain open for at
least 30 Business Days. If the holders of more than 25% of the principal amount of the Notes of a
series then outstanding accept such offer, the Obligors shall promptly notify the remaining holders
of such fact and the expiration date for the acceptance by holders of Notes of such series of such
offer shall be extended by the number of days necessary to give each such remaining holder at least
ten Business Days from its receipt of such notice to accept such offer. The Obligors will promptly
cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of
Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or
exchange for any such Notes.




8.7. Make-Whole Amount.




          The term “Make-Whole Amount” means, with respect to any Note, an amount equal to the excess,
if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:




          “Called Principal” means, with respect to any Note, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.




          “Discounted Value” means, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from
their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield
with respect to such Called Principal.







20









 








          “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the
yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the
second Business Day preceding the Settlement Date with respect to such Called Principal, on the
display designated as the “PX1 Screen” on the Bloomberg Financial Market Service (or such other
display as may replace the PX1 Screen on Bloomberg Financial Market Service) for most recently
issued, actively traded, on-the-run U.S. Treasury securities having a maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are not ascertainable
(including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15
(519) (or any comparable successor publication) for actively traded U.S. Treasury securities having
a constant maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice
and (b) interpolating linearly between (1) the most recently issued, actively traded, on-the-run
U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and
(2) the most recently issued, actively traded, on-the-run U.S. Treasury security with the maturity
closest to and less than the Remaining Average Life.




          “Remaining Average Life” means, with respect to any Called Principal, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into
(ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such
Called Principal and the scheduled due date of such Remaining Scheduled Payment.




          “Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all
payments of such Called Principal and interest thereon that would be due after the Settlement Date
with respect to such Called Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such Settlement Date and
required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.




          “Settlement Date” means, with respect to the Called Principal of any Note, the date on which
such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context requires.




9. AFFIRMATIVE COVENANTS.




          The Obligors, jointly and severally, covenant that from the date of this Agreement and for so
long as any of the Notes are outstanding:







21









 








9.1. Compliance with Law.




          Each Obligor will, and will cause each other Subsidiary to, comply with all laws, ordinances
or governmental rules or regulations to which each of them is subject, including, without
limitation, Environmental Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each case to the extent
necessary to ensure that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses, certificates, permits,
franchises and other governmental authorizations would not, individually or in the aggregate,
reasonably be expected to have a materially adverse effect on the business, operations, affairs,
financial condition, properties or assets of the Company and its Subsidiaries taken as a whole.




9.2. Insurance.




          Each Obligor will, and will cause each other Subsidiary to, maintain, with financially sound
and reputable insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established reputations engaged in the
same or a similar business and similarly situated.




9.3. Maintenance of Properties.




          Each Obligor will, and will cause each other Subsidiary to, maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order and condition (other
than ordinary wear and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent any Obligor or any
other Subsidiary from discontinuing the operation and the maintenance of any of its properties if
such discontinuance is desirable in the conduct of its business and the Company has concluded that
such discontinuance would not, individually or in the aggregate, have a materially adverse effect
on the business, operations, affairs, financial condition, properties or assets of the Company and
its Subsidiaries taken as a whole.




9.4. Payment of Taxes.




          Each Obligor will, and will cause each other Subsidiary to, file all income tax or similar tax
returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due
and payable on such returns and all other taxes, assessments, governmental charges, or levies
payable by any of them, to the extent such taxes and assessments have become due and payable and
before they have become delinquent, provided that no Obligor or any other Subsidiary need pay any
such tax or assessment if (i) the amount, applicability or validity thereof is contested by any
Obligor or such other Subsidiary on a timely basis in good faith and in appropriate proceedings,
and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP
on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and
assessments in the aggregate would not reasonably be expected






22









 







to have a materially adverse effect on the business, operations, affairs, financial condition,
properties or assets of the Company and its Subsidiaries, taken as a whole.




9.5. Corporate Existence, etc.




          Subject to Sections 10.5 and 10.6, each Obligor will at all times preserve and keep in full
force and effect its corporate existence. Subject to Sections 10.5 and 10.6, the Obligors will at
all times preserve and keep in full force and effect the corporate existence of each other
Subsidiary (unless merged into an Obligor or a Wholly Owned Subsidiary) and all rights and
franchises of the Obligors and the other Subsidiaries unless, in the good faith judgment of the
Company, the termination of or failure to preserve and keep in full force and effect a particular
corporate existence, right or franchise would not, individually or in the aggregate, have a
materially adverse effect on the business, operations, affairs, financial condition, properties or
assets of the Company and its Subsidiaries taken as a whole.




9.6. Books and Records.




          Each Obligor will, and will cause each other Subsidiary to, maintain proper books of record
and account (a) sufficient to permit the preparation of financial statements in material conformity
with GAAP and (b) in conformity with all applicable requirements of any Governmental Authority
having legal or regulatory jurisdiction over the Obligors or such Subsidiary, as the case may be.




10. NEGATIVE COVENANTS.




          The Obligors, jointly and severally, covenant that from the date of this Agreement and for so
long as any of the Notes are outstanding:




10.1. Consolidated Debt.




          The Obligors will not permit Consolidated Debt (determined as of the end of the Company’s most
recently completed fiscal quarter) to exceed 55% of Consolidated Total Capitalization (determined
as of the end of the Company’s most recently completed fiscal quarter).




10.2. Priority Debt.




          The Obligors will not at any time permit Priority Debt to exceed 20% of Consolidated Net Worth
(determined as of the end of the Company’s most recently completed fiscal quarter).




10.3. Indebtedness of Subsidiaries.




          The Obligors will not at any time permit any other Subsidiary, directly or indirectly, to
create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or
indirectly liable for, any Indebtedness other than:







23









 









     (a) Indebtedness outstanding on the date hereof that is described on Schedule 10.3 and
any extension, renewal, refunding or refinancing thereof, provided that the principal amount
outstanding at the time of such extension, renewal, refunding or refinancing is not
increased;




     (b) Indebtedness owed to an Obligor or a Wholly Owned Subsidiary;




     (c) Guaranties (i) by a Subsidiary of Indebtedness of another Subsidiary or (ii) by a
Subsidiary Guarantor of Indebtedness of the Company, but only in the case of clause (ii) if
there exists with respect to such Guaranty an intercreditor agreement between the holders of
such Indebtedness of the Company and the holders of the outstanding Notes providing for the
pari passu sharing of any payments received from such Subsidiary Guarantor;




     (d) Indebtedness of a Subsidiary outstanding at the time of its acquisition by an
Obligor, provided that (i) such Indebtedness was not incurred in contemplation of becoming a
Subsidiary, and (ii) at the time of such acquisition and after giving effect thereto, no
Default or Event of Default exists or would exist;




     (e) Indebtedness not otherwise permitted by the preceding clauses (a) through (d),
provided that immediately before and after giving effect thereto and to the application of
the proceeds thereof,




     (i) no Default or Event of Default exists, and



     (ii) Priority Debt does not exceed 20% of Consolidated Net Worth.



 10.4. Liens.



          The Obligors will not, and will not permit any other Subsidiary to, permit to exist, create,
assume or incur, directly or indirectly, any Lien on its properties or assets, whether now owned or
hereafter acquired, except:





     (a) Liens for taxes, assessments or governmental charges not then due and delinquent or
the nonpayment of which is permitted by Section 9.4;




     (b) any attachment or judgment Lien, unless the judgment it secures has not, within 60
days after the entry thereof, been discharged or execution thereof stayed pending appeal, or
has not been discharged within 60 days after the expiration of any such stay;




     (c) Liens imposed by law or incidental to the conduct of business or the ownership of
properties and assets (including landlords’, lessors’, carriers’, operators’,
warehousemen’s, mechanics’, materialmen’s and other similar Liens and maritime Liens and
privileges) and Liens to secure the performance of bids, tenders, leases or trade contracts,
or to secure statutory obligations (including obligations under workers compensation,
unemployment insurance and other social security laws or similar legislation), deposits to
secure the performance of bids, trade contracts and leases, surety



24









 







or appeal bonds or performance bonds or other Liens of like general nature incurred in
the ordinary course of business and not in connection with the borrowing of money;




     (d) encumbrances in the nature of leases, subleases, zoning restrictions, easements,
rights of way and other rights and restrictions of record on the use of real property and
defects in title arising or incurred in the ordinary course of business, which, individually
and in the aggregate, do not materially impair the use or value of the property or assets
subject thereto or which relate only to assets that in the aggregate are not Material;




     (e) Liens existing on property or assets of the Obligors or any other Subsidiary as of
the date of this Agreement that are described in Schedule 10.4;




     (f) Liens securing Indebtedness of a Subsidiary to any Obligor or to another Wholly
Owned Subsidiary;




     (g) Liens (i) existing on property at the time of its acquisition by an Obligor or a
Subsidiary and not created in contemplation thereof, whether or not the Indebtedness secured
by such Lien is assumed by the Obligor or a Subsidiary; or (ii) on property created
contemporaneously with its acquisition or within 180 days of the acquisition or completion
of construction or development thereof to secure or provide for all or a portion of the
purchase price or cost of the acquisition, construction or development of such property
after the date of Closing; or (iii) existing on property of a Person at the time such Person
is merged or consolidated with, or becomes a Subsidiary of, or substantially all of its
assets are acquired by, the Company or a Subsidiary and not created in contemplation
thereof; provided that in the case of clauses (i), (ii) and (iii) such Liens do not extend
to additional property of the Company or any Subsidiary (other than property that is an
improvement to or is acquired for specific use in connection with the subject property) and
that the aggregate principal amount of Indebtedness secured by each such Lien does not
exceed the fair market value (determined in good faith by one or more officers of the
Company to whom authority to enter into such transaction has been delegated by the board of
directors of the Company) of the property subject thereto;




     (h) Liens resulting from extensions, renewals or replacements of Liens permitted by
paragraphs (e) and (g), provided that (i) there is no increase in the principal amount or
decrease in maturity of the Indebtedness secured thereby at the time of such extension,
renewal or replacement, (ii) any new Lien attaches only to the same property theretofore
subject to such earlier Lien and (iii) immediately after such extension, renewal or
replacement no Default or Event of Default would exist;




     (i) Liens resulting from maritime attachments and seizures in respect of maritime
claims (i) for which a bond, letter of credit or other security is provided within 45 days
of receipt of notice of such attachment or seizure and (ii) which would not reasonably be
expected to have a Material Adverse Effect;




     (j) Liens securing judgments for the payment of money not constituting an Event of
Default under Section 11(i);



25









 






     (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection and (ii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the right of set-off)
and which are within the general parameters customary in the banking industry;




     (l) Liens in respect of any synthetic lease obligations, but solely to the extent such
synthetic lease obligations do not constitute Priority Debt under the 2003 Note Purchase
Agreement;




     (m) Liens in respect of the sale-leaseback arrangements set forth on Schedule 10.4, but
solely to the extent such sale-leaseback arrangements do not constitute Priority Debt under
the 2003 Note Purchase Agreement;




     (n) Liens on assets or property of any Subsidiary (other than any Obligor) securing
Indebtedness or other obligations of such Subsidiary owing to any Obligor or another
Subsidiary;




     (o) Construction or inchoate Liens securing progress payments on vessels under
construction;




     (p) Liens securing obligations and other liabilities arising in the ordinary course of
business; provided that such obligations and liabilities do not constitute Indebtedness; and
provided further that the aggregate book value of the assets that are subject to such Liens
shall not exceed $10,000,000 at any time; and




     (q) Liens securing Indebtedness not otherwise permitted by paragraphs (a) through (p)
of this Section 10.4, provided that, at the time of creation, assumption or incurrence
thereof and immediately after giving effect thereto and to the application of the proceeds
therefrom, Priority Debt does not exceed 20% of Consolidated Net Worth.



10.5. Mergers, Consolidations, etc.




          The Obligors will not, and will not permit any other Subsidiary to, consolidate with or merge
with any other Person or convey, transfer, sell or lease all or substantially all of its assets in
a single transaction or series of transactions to any Person except that:





     (a) any Obligor may consolidate or merge with any other Obligor or other Person or
convey, transfer, sell or lease all or substantially all of its assets in a single
transaction or series of transactions to any other Obligor or any other Person, provided
that:




     (i) the successor formed by such consolidation or the survivor of such merger
or the Person that acquires by conveyance, transfer, sale or lease all or
substantially all of the assets of an Obligor as an entirety, as the case may be, is
a solvent corporation, general partnership, limited partnership or limited liability
company organized and existing under the laws of the United States or any state
thereof (including the District of Columbia), and, if an Obligor is not such
survivor or Person, such survivor or Person shall have executed and delivered to



26









 







each holder of any Notes its assumption of the due and punctual performance and
observance of each covenant and condition of this Agreement and the Notes;




          (ii) after giving effect to such transaction, no Default or Event of Default
shall exist; and




          (iii) after giving effect to such transaction, the Obligors or such successor,
survivor or Person could incur at least $1.00 of additional Indebtedness; and




     (b) any other Subsidiary may (x) merge into an Obligor (provided that the Obligor is
the surviving corporation) or another Wholly Owned Subsidiary or (y) sell, transfer or lease
all or any part of its assets to an Obligor or another Wholly Owned Subsidiary, or (z) merge
or consolidate with, or sell, transfer or lease all or substantially all of its assets to,
any Person in a transaction that is permitted by Section 10.6 or, as a result of which, such
Person becomes a Subsidiary; provided in each instance set forth in clauses (x) through (z)
that, immediately after giving effect thereto, there shall exist no Default or Event of
Default;


No such conveyance, transfer, sale or lease of all or substantially all of the assets of any
Obligor shall have the effect of releasing such Obligor or any successor corporation that shall
theretofore have become such in the manner prescribed in this Section 10.5 from its liability under
this Agreement or the Notes.




10.6. Sale of Assets.




          Except as permitted by Section 10.5, the Obligors will not, and will not permit any other
Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger
(collectively a “Disposition”), any assets, including capital stock of Subsidiaries, in one or a
series of transactions, to any Person, other than:





     (a) Dispositions in the ordinary course of business, including the demise charter, time
charter and bareboat charter of any vessel;




     (b) Dispositions by a Subsidiary that is not an Obligor to an Obligor or another Wholly
Owned Subsidiary or by an Obligor to another Obligor;




     (c) the sale-leaseback arrangements set forth on Schedule 10.4;




     (d) Dispositions of the equity interests or assets of a Subsidiary in connection with
investments in a joint venture; provided that the aggregate amount of all such investments
at any time outstanding shall not exceed $100,000,000; or




     (e) Dispositions not otherwise permitted by clauses (a), (b), (c) or (d) of this
Section 10.6, provided that the aggregate net book value of all assets so disposed of in any
fiscal year pursuant to this Section 10.6(e) does not exceed 15% of Consolidated Total
Assets as of the end of the immediately preceding fiscal year.



27









 




Notwithstanding the foregoing, the Obligors may, or may permit any other Subsidiary to, make a
Disposition and the assets subject to such Disposition shall not be subject to or included in the
foregoing limitation and computation contained in clause (e) of the preceding sentence to the
extent that the net proceeds from such Disposition are within 365 days of such Disposition (A)
reinvested in tangible assets to be used in the existing business of an Obligor or another
Subsidiary, including the refurbishment of existing or new vessels, or (B) applied to the payment
or prepayment of the Notes or any other outstanding Indebtedness of the Obligors or any other
Subsidiary ranking pari passu with or senior to the Notes (other than Indebtedness owing to an
Obligor, any other Subsidiary or any Affiliate or in respect of any revolving credit or similar
credit facility providing any Obligor or any Subsidiary with the right to obtain loans or other
extensions of credit from time to time, except to the extent that in connection with such payment
of Indebtedness the availability of credit under such credit facility is permanently reduced by an
amount not less than the amount of such proceeds applied to the payment of such Indebtedness). For
purposes of foregoing clause (B), the Obligors shall offer to prepay (not less than 30 or more than
60 days following such offer) the Notes on a pro rata basis with such other Indebtedness at a price
of 100% of the principal amount of the Notes to be prepaid (without any Make-Whole Amount) together
with interest accrued to the date of prepayment; provided that if any holder of the Notes declines
such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the
other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond
in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to
prepay made pursuant to this Section 10.6 shall be deemed to constitute a rejection of such offer
by such holder.




10.7. Subsidiary Guaranty.




          The Company will not permit any Subsidiary that is not an Obligor to become a borrower or a
guarantor of Indebtedness owed to banks under the Credit Agreement unless such Subsidiary is, or
concurrently therewith becomes, a party to the Subsidiary Guaranty.




10.8. Nature of Business.




          The Obligors will not, and will not permit any other Subsidiary to, engage in any business if,
as a result, the general nature of the business in which the Obligors and the other Subsidiaries,
taken as a whole, would then be engaged would be substantially changed from the general nature of
the business of the Obligors and the other Subsidiaries, taken as a whole, as described in the
Memorandum.




10.9. Transactions with Affiliates.




          The Obligors will not, and will not permit any other Subsidiary to, enter into directly or
indirectly any Material transaction or Material group of related transactions (including the
purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with
any Affiliate (other than the Obligors or another Subsidiary), except upon fair and reasonable
terms no less favorable to the Obligors or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate.







28









 








10.10. Terrorism Sanctions Regulations.




          The Obligors will not and will not permit any Subsidiary to (a) become an OFAC Listed Person,
(b) have any investments in, or engage in any dealings or transactions with, any Blocked Person
where such investments, dealings or transactions result in the holder of a Note being in violation
of any law or regulation applicable to such holder or (c) knowingly engage in any dealings with any
Blocked Person.




11. EVENTS OF DEFAULT.




          An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:





     (a) the Obligors default in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




     (b) the Obligors default in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or




     (c) the Obligors default in the performance of or compliance with any term contained in
Section 7.1(d) or Sections 10.1 through 10.9; or




     (d) the Obligors default in the performance of or compliance with any term contained
herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and
such default is not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Obligors receiving written notice of
such default from any holder of a Note; or




     (e) any representation or warranty made in writing by or on behalf of the Obligors or
any Subsidiary Guarantor or by any officer of any Obligor or any Subsidiary Guarantor in
this Agreement, the Subsidiary Guaranty or in any writing furnished in connection with the
transactions contemplated hereby or thereby proves to have been false or incorrect in any
material respect on the date as of which made; or




     (f) (i) any Obligor or any other Significant Subsidiary is in default (as principal or
as guarantor or other surety) in the payment of any principal of or premium or make-whole
amount or interest on any Indebtedness that is outstanding in an aggregate principal amount
in excess of $25,000,000 beyond any period of grace provided with respect thereto, or (ii)
any Obligor or any other Significant Subsidiary is in default in the performance of or
compliance with any term of any evidence of any Indebtedness that is outstanding in an
aggregate principal amount in excess of $25,000,000 or of any mortgage, indenture or other
agreement relating thereto or any other condition exists, and as a consequence of such
default or condition such Indebtedness has become, or has been declared, due and payable
before its stated maturity or before its regularly scheduled dates of payment; or



29









 






     (g) any Obligor or any other Significant Subsidiary (i) is generally not paying, or
admits in writing its inability to pay, its debts as they become due, (ii) files, or
consents by answer or otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in bankruptcy, for liquidation or to
take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar
law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose
of any of the foregoing; or




     (h) a court or governmental authority of competent jurisdiction enters an order
appointing, without consent by any Obligor or any other Significant Subsidiary, a custodian,
receiver, trustee or other officer with similar powers with respect to it or with respect to
any substantial part of its property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in bankruptcy or for liquidation
or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of any Obligor or any other Significant
Subsidiary, or any such petition shall be filed against any Obligor or any other Significant
Subsidiary and such petition shall not be dismissed within 60 days; or




     (i) a final judgment or judgments for the payment of money aggregating in excess of
$25,000,000 (to the extent not covered by independent third-party insurers that have been
notified of the potential claim and do not dispute coverage) are rendered against one or
more of the Obligors and any other Significant Subsidiaries, which judgments are not, within
60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 60 days after the expiration of such stay; or




     (j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any
ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of section
4001(a)(18) of ERISA) under all Plans determined in accordance with Title IV of ERISA, shall
exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any
Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability of the
Company or any Subsidiary thereunder; and any such event or events described in clauses (i)
through (vi) above, either individually or together with any other such event or events,
would reasonably be expected to have a Material Adverse Effect; or



30









 






     (k) any Subsidiary Guarantor defaults in the performance of or compliance with any term
contained in the Subsidiary Guaranty or the Subsidiary Guaranty ceases to be in full force
and effect or is declared to be null and void in whole or in material part by a court or
other governmental or regulatory authority having jurisdiction or the validity or
enforceability thereof shall be contested by the Company or any Subsidiary Guarantor or any
of them renounces any of the same or denies that it has any or further liability thereunder.


As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan”
shall have the respective meanings assigned to such terms in section 3 of ERISA.




12. REMEDIES ON DEFAULT, ETC.




12.1. Acceleration.





     (a) If an Event of Default with respect to any Obligor described in paragraph (g) or
(h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (g)
or described in clause (vi) of paragraph (g) by virtue of the fact that such clause
encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.




     (b) If any other Event of Default has occurred and is continuing, any holder or holders
of 51% or more in principal amount of the Notes at the time outstanding may at any time at
its or their option, by notice or notices to the Obligors, declare all the Notes then
outstanding to be immediately due and payable.




     (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has
occurred and is continuing, any holder or holders of Notes at the time outstanding affected
by such Event of Default may at any time, at its or their option, by notice or notices to
the Obligors, declare all the Notes held by it or them to be immediately due and payable.



          Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand, protest or further
notice, all of which are hereby waived. The Obligors acknowledge, and the parties hereto agree,
that each holder of a Note has the right to maintain its investment in the Notes free from
repayment by the Obligors (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Obligors in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.




12.2. Other Remedies.




          If any Default or Event of Default has occurred and is continuing, and irrespective of whether
any Notes have become or have been declared immediately due and payable under






31









 







Section 12.1, the holder of any Note at the time outstanding may proceed to protect and
enforce the rights of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained herein or in any Note,
or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the
exercise of any power granted hereby or thereby or by law or otherwise.




12.3. Rescission.




          At any time after any Notes have been declared due and payable pursuant to clause (b) or (c)
of Section 12.1, the holders of not less than 51% in principal amount of the Notes then
outstanding, by written notice to the Obligors, may rescind and annul any such declaration and its
consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by
reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if
any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes,
at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that
have become due solely by reason of such declaration, have been cured or have been waived pursuant
to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend
to or affect any subsequent Event of Default or Default or impair any right consequent thereon.




12.4. No Waivers or Election of Remedies, Expenses, etc.




          No course of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note
upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein
or therein or now or hereafter available at law, in equity, by statute or otherwise. Without
limiting the obligations of the Obligors under Section 15, the Obligors will pay to the holder of
each Note on demand such further amount as shall be sufficient to cover all costs and expenses of
such holder incurred in any enforcement or collection under this Section 12, including reasonable
attorneys’ fees, expenses and disbursements.




13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.




13.1. Registration of Notes.




          The Company shall keep at its principal executive office a register for the registration and
registration of transfers of Notes. The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an Institutional Investor,
promptly upon request therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.







32









 








13.2. Transfer and Exchange of Notes.




          Upon surrender of any Note at the principal executive office of the Company for registration
of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed
or accompanied by a written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address for notices of each
transferee of such Note or part thereof), the Obligors shall execute and deliver, at the Obligors’
expense (except as provided below), one or more new Notes (as requested by the holder thereof) of
the same series in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to such Person as
such holder may request and shall be substantially in the form of Exhibit 1(a), 1(b), 1(c), 1(d),
1(e), 1(f), 1(g), 1(h) or 1(i) as appropriate. Each such new Note shall be dated and bear interest
from the date to which interest shall have been paid on the surrendered Note or dated the date of
the surrendered Note if no interest shall have been paid thereon. The Obligors may require payment
of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided
that if necessary to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance
of a Note registered in its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.




13.3. Replacement of Notes.




          Upon receipt by the Obligors of evidence reasonably satisfactory to them of the ownership of
and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such ownership and such loss,
theft, destruction or mutilation), and





     (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or another Institutional Investor holder of a Note with a minimum net worth of at least
$250,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or




     (b) in the case of mutilation, upon surrender and cancellation thereof,


the Obligors at their own expense shall execute and deliver, in lieu thereof, a new Note of the
same series, dated and bearing interest from the date to which interest shall have been paid on
such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note if no interest shall have been paid thereon.




14. PAYMENTS ON NOTES.




14.1. Place of Payment.




          Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in Chicago, Illinois at the






33









 







principal office of Wells Fargo Bank, National Association in such jurisdiction. The Obligors
may at any time, by notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such jurisdiction.




14.2. Home Office Payment.




          So long as you or your nominee shall be the holder of any Note, and notwithstanding anything
contained in Section 14.1 or in such Note to the contrary, the Obligors will pay all sums becoming
due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by such other method or at
such other address as you shall have from time to time specified to the Obligors in writing for
such purpose, without the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of the Obligors made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its principal executive
office or at the place of payment most recently designated by the Obligors pursuant to Section
14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at
your election, either endorse thereon the amount of principal paid thereon and the last date to
which interest has been paid thereon or surrender such Note to the Company in exchange for a new
Note or Notes pursuant to Section 13.2. The Obligors will afford the benefits of this Section 14.2
to any Institutional Investor that is the direct or indirect transferee of any Note purchased by
you under this Agreement and that has made the same agreement relating to such Note as you have
made in this Section 14.2.




15. EXPENSES, ETC.




15.1. Transaction Expenses.




          Whether or not the transactions contemplated hereby or by the Subsidiary Guaranty are
consummated, the Obligors will pay all costs and expenses (including reasonable attorneys’ fees of
a special counsel and, if reasonably required, local or other counsel) incurred by you and each
Other Purchaser or holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement, the Notes or the Subsidiary
Guaranty (whether or not such amendment, waiver or consent becomes effective), including: (a) the
costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or
defend) any rights under this Agreement, the Notes or the Subsidiary Guaranty, or in responding to
any subpoena or other legal process or informal investigative demand issued in connection with this
Agreement, the Notes or the Subsidiary Guaranty, or by reason of being a holder of any Note, (b)
the costs and expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of any Obligor or any other Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby, by the Notes and by the Subsidiary
Guaranty, and (c) the costs and expenses incurred in connection with the initial filing of this
Agreement and all related documents and financial information, and all subsequent annual and
interim filings of documents and financial information related to this Agreement, with the
Securities Valuation Office of the National Association of Insurance Commissioners or any successor
organization succeeding to






34









 







the authority thereof; provided that such costs and expenses in connection with the initial
filing under this clause (c) shall not exceed $3,500. The Obligors will pay, and will save you and
each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if
any, of brokers and finders (other than those retained by you).




15.2. Survival.




          The obligations of the Obligors under this Section 15 will survive the payment or transfer of
any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and
the termination of this Agreement.




16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.




          All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a
Note, regardless of any investigation made at any time by or on behalf of you or any other holder
of a Note. All statements contained in any certificate or other instrument delivered by or on
behalf of the Obligors pursuant to this Agreement shall be deemed representations and warranties of
the Obligors under this Agreement. Subject to the preceding sentence, this Agreement and the Notes
embody the entire agreement and understanding between you and the Obligors and supersede all prior
agreements and understandings relating to the subject matter hereof.




17. AMENDMENT AND WAIVER.




17.1. Requirements.




          This Agreement, the Notes and the Subsidiary Guaranty may be amended, and the observance of
any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Obligors and the Required Holders, except that (a) no
amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent of the holder of each
Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating
to acceleration or rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes
the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of
Sections 8, 11(a), 11(b), 12, 17 or 20.




17.2. Solicitation of Holders of Notes.





     (a) Solicitation. The Obligors will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient information,
sufficiently far in advance of the date a decision is required, to enable such holder to
make an informed and considered decision with respect to any proposed amendment,



35









 







waiver or consent in respect of any of the provisions hereof or of the Notes. The
Obligors will deliver executed or true and correct copies of each amendment, waiver or
consent effected pursuant to the provisions of this Section 17 to each holder of outstanding
Notes promptly following the date on which it is executed and delivered by, or receives the
consent or approval of, the requisite holders of Notes.




     (b) Payment. The Obligors will not directly or indirectly pay or cause to be
paid any remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security, to any holder of Notes as consideration for or as an
inducement to the entering into by any holder of Notes or any waiver or amendment of any of
the terms and provisions hereof unless such remuneration is concurrently paid, or security
is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.




     (c) Consent in Contemplation of Transfer. Any consent made pursuant to this
Section 17 by a holder of Notes that has transferred or has agreed to transfer its Notes to
any Obligor, any Subsidiary or any Affiliate of any Obligor and has provided or has agreed
to provide such written consent as a condition to such transfer shall be void and of no
force or effect except solely as to such holder, and any amendments effected or waivers
granted or to be effected or granted that would not have been or would not be so effected or
granted but for such consent (and the consents of other holders of Notes that were acquired
under the same or similar conditions) shall be void and of no force or effect except solely
as to such holder.



17.3. Binding Effect, etc.




          Any amendment or waiver consented to as provided in this Section 17 applies equally to all
holders of Notes and is binding upon them and upon each future holder of any Note and upon the
Obligors without regard to whether such Note has been marked to indicate such amendment or waiver.
No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default
or Event of Default not expressly amended or waived or impair any right consequent thereon. No
course of dealing between the Obligors and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term “this Agreement” or “the Agreement” and references thereto shall
mean this Agreement as it may from time to time be amended or supplemented.




17.4. Notes held by Obligors, etc.




          Solely for the purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver
or consent to be given under this Agreement or the Notes, or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by any Obligor or any of its Affiliates shall be deemed not to be outstanding.







36









 








18. NOTICES.




          All notices and communications provided for hereunder shall be in writing and sent (a) by
telecopy if the sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:





     (i) if to you or your nominee, to you or it at the address specified for such
communications in Schedule A, or at such other address as you or it shall have
specified to the Company in writing,




     (ii) if to any other holder of any Note, to such holder at such address as such
other holder shall have specified to the Company in writing, or




     (iii) if to any Obligor or any Subsidiary Guarantor, to the Company at its
address set forth at the beginning hereof to the attention of the Chief Financial
Officer, or at such other address as the Company shall have specified to the holder
of each Note in writing.


Notices under this Section 18 will be deemed given only when actually received.




19. REPRODUCTION OF DOCUMENTS.




          This Agreement and all documents relating thereto, including (a) consents, waivers and
modifications that may hereafter be executed, (b) documents received by you at the Closings (except
the Notes themselves), and (c) financial statements, certificates and other information previously
or hereafter furnished to you, may be reproduced by you by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and you may destroy any
original document so reproduced. The Obligors agree and stipulate that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in existence and whether or
not such reproduction was made by you in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
This Section 19 shall not prohibit any Obligor or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from introducing
evidence to demonstrate the inaccuracy of any such reproduction.




20. CONFIDENTIAL INFORMATION.




          For the purposes of this Section 20, “Confidential Information” means information delivered to
you by or on behalf of any Obligor or any other Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary or confidential in
nature and that was clearly marked or labeled or otherwise adequately identified when received by
you as being confidential information of such Obligor or such Subsidiary, provided that such term
does not include information that (a) was publicly known or otherwise known to you prior to the
time of such disclosure, (b) subsequently becomes






37









 







publicly known through no act or omission by you or any Person acting on your behalf, (c)
otherwise becomes known to you other than through disclosure by any Obligor or any other
Subsidiary, or (d) constitutes financial statements delivered to you under Section 7.1 that are
otherwise publicly available. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to protect confidential
information of third parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys
and affiliates (to the extent such disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors and other professional advisors
who agree to hold confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to
which you sell or offer to sell such Note or any part thereof or any participation therein (if such
Person has agreed in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this Section 20), (v) any Person from which you offer to purchase any security of
any Obligor (if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners
or any similar organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation
or order applicable to you, (x) in response to any subpoena or other legal process, (y) in
connection with any litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights and remedies under
your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed
to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Obligors in connection with the
delivery to any holder of a Note of information required to be delivered to such holder under this
Agreement or requested by such holder (other than a holder that is a party to this Agreement or its
nominee), such holder will enter into an agreement with the Obligors embodying the provisions of
this Section 20.




          Notwithstanding anything to the contrary set forth herein or in any other written or oral
understanding or agreement to which the parties hereto are parties or by which they are bound, the
parties acknowledge and agree that (i) any obligations of confidentiality contained herein and
therein do not apply and have not applied from the commencement of discussions between the parties
to the tax treatment and tax structure of the Notes (and any related transactions or arrangements),
and (ii) each party (and each of its employees, representatives, or other agents) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax structure of the
Notes and all materials of any kind (including opinions or other tax analyses) that are provided to
such party relating to such tax treatment and tax structure, all within the meaning of Treasury
Regulations Section 1.6011-4.




21. SUBSTITUTION OF PURCHASER.




          You shall have the right to substitute any one of your Affiliates as the purchaser of the
Notes that you have agreed to purchase hereunder, by written notice to the Obligors, which






38









 







notice shall be signed by both you and such Affiliate, shall contain such Affiliate’s
agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such
notice, wherever the word “you” is used in this Agreement (other than in this Section 21), such
word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate
is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of
the Notes then held by such Affiliate, upon receipt by the Obligors of notice of such transfer,
wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall
no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the
rights of an original holder of the Notes under this Agreement.




22. MISCELLANEOUS.




22.1. Successors and Assigns.




          All covenants and other agreements contained in this Agreement by or on behalf of any of the
parties hereto bind and inure to the benefit of their respective successors and assigns (including
any subsequent holder of a Note) whether so expressed or not.




22.2. Payments Due on Non-Business Days.




          Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of
principal of or Make-Whole Amount or interest on any Note that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including the additional
days elapsed in the computation of the interest payable on such next succeeding Business Day.




22.3. Severability.




          Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law) not invalidate or render
unenforceable such provision in any other jurisdiction.




22.4. Construction.




          Each covenant contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance with any one
covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.




22.5. Counterparts.




          This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument. Each counterpart






39









 







may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.




22.6. Governing Law.




          This Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles
of the law of such State that would require the application of the laws of a jurisdiction other
than such State.




* * * * *








40









 









     If you are in agreement with the foregoing, please sign the form of agreement on the
accompanying counterpart of this Agreement and return it to the Obligors, whereupon the foregoing
shall become a binding agreement between you and the Obligors.



	 	 	 	 	 
	 	Very truly yours,





TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUBSIDIARIES






CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




S-1











 





The foregoing is agreed

to as of the date thereof.




	 	 	 	 	 

	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

	 

	 	 
	Name 
	 	 	 
	 

	 	 

	 	 
	Its Authorized Representative	 	 
	 
	 	 	 	 
	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	 
	 	 	 	 
	for its Group Annuity Separate Account	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

	 

	 	 
	Name 
	 	 	 
	 

	 	 

	 	 
	Its Authorized Representative	 	 






S-2









 






	 	 	 	 	 	 	 

	THE PRUDENTIAL INSURANCE COMPANY	 	 
	OF AMERICA	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	GIBRALTAR LIFE INSURANCE CO., LTD.	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Investment Management (Japan),	 	 
	 	 	Inc., as Investment Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Investment Management, Inc.,	 	 
	 	 	as Sub-Adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Vice President
	 	 
	 
	 	 	 	 	 	 
	THE PRUDENTIAL LIFE
INSURANCE COMPANY, LTD.	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Investment Management (Japan),	 	 
	 	 	Inc., as Investment Manager	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Investment Management, Inc.,	 	 
	 	 	as Sub-Adviser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Vice President
	 	 
	 
	 	 	 	 	 	 
	FORETHOUGHT LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Private Placement Investors,	 	 
	 	 	L.P. (as Investment Advisor)	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Private Placement Investors, Inc.	 	 
	 	 	(as its General Partner)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Vice President
	 	 






S-3









 






	 	 	 	 	 	 	 

	MTL INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Private Placement Investors,	 	 
	 	 	L.P. (as Investment Advisor)	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Private Placement Investors, Inc.	 	 
	 	 	(as its General Partner)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Vice President
	 	 
	 
	 	 	 	 	 	 
	BCBSM, INC. DBA BLUE
CROSS AND BLUE 
SHIELD OF MINNESOTA	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Private Placement Investors,	 	 
	 	 	L.P. (as Investment Advisor)	 	 
	 
	 	 	 	 	 	 
	By:	 	Prudential Private Placement Investors, Inc.	 	 
	 	 	(as its General Partner)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Vice President
	 	 






S-4









 






					
	 	






NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


NEW YORK LIFE INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


FORETHOUGHT LIFE INSURANCE COMPANY

By: New York Life Investment Management LLC, Its Investment Manager

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-5









 






	 	 	 	 	 



					
	 	


ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

By: Allianz of America, Inc., as the authorized signatory and investment manager

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-6









 






	 	 	 	 	 



					
	 	


MINNESOTA LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


MTL INSURANCE COMPANY

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


COLORADO BANKERS LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


GREAT WESTERN INSURANCE COMPANY

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


THE CATHOLIC AID ASSOCIATION

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-7









 






	 	 	 	 	 



					
	 	


AMERICAN REPUBLIC INSURANCE COMPANY

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.

By: Advantus Capital Management, Inc.

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


FORT DEARBORN LIFE INSURANCE COMPANY

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


NEW ERA LIFE INSURANCE

By: Advantus Capital Management, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-8









 






	 	 	 	 	 



					
	 	


PACIFIC LIFE INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-9









 






	 	 	 	 	 



					
	 	


STATE FARM LIFE INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Julie Hoyer 	 
	 	 	Senior Investment Officer 	 
	 



					
	 	
 	 
	 	By:  	 	 
	 	 	Jeffrey T. Attwood 	 
	 	 	Investment Officer 	 
	 



					
	 	


STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY

 
	 	By:  	 	 
	 	 	Julie Hoyer 	 
	 	 	Senior Investment Officer 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Jeffrey T. Attwood 	 
	 	 	Investment Officer 	 



S-10









 






	 	 	 	 	 



					
	 	


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


THE GREAT-WEST LIFE ASSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-11









 






	 	 	 	 	 



					
	 	




USAA LIFE INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-12









 






	 	 	 	 	 



					
	 	


THE OHIO NATIONAL LIFE INSURANCE COMPANY

OHIO NATIONAL LIFE ASSURANCE CORPORATION

 
	 	By:  	 	 
	 	 	Name:  	Jed R. Martin 	 
	 	 	Title:  	Vice President, Private Placements 	 



S-13









 






	 	 	 	 	 



					
	 	


ENSIGN PEAK ADVISORS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Kevin Lund 	 
	 	 	Title:  	Vice President 	 



S-14









 






	 	 	 	 	 



Accepted as of the date first written above.




AMERICAN NATIONAL INSURANCE COMPANY

(ANICO)




					
	 	
 	 
	 	By  	 	 
	 	 	Name:  	Gordon Dixon 	 
	 	 	Title:  	Senior Vice President 	 



S-15









 






	 	 	 	 	 



	 	 	 	 	 	 	 

	CUNA Mutual Insurance Society	 	 
	CUMIS Insurance Society, Inc.	 	 
	By:	 	MEMBERS Capital Advisors, Inc.	 	 
	 	 	acting as Investment Advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Allen R. Cantrell
	 	 
	 

	 	 	 	Title Director, Investments	 	 






S-16









 






	 	 	 	 	 	 	 

	THE UNION CENTRAL LIFE INSURANCE COMPANY
	By:	 	Summit Investment Advisors, Inc., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Andrew S. White
	 	 
	 

	 	 	 	Title: Managing Director – Private Placements	 	 
	 
	 	 	 	 	 	 
	AMERITAS LIFE INSURANCE CORP.	 	 
	By:	 	Summit Investment Advisors, Inc., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Andrew S. White
	 	 
	 

	 	 	 	Title: Managing Director – Private Placements	 	 
	 
	 	 	 	 	 	 
	ACACIA LIFE INSURANCE COMPANY	 	 
	By:	 	Summit Investment Advisors, Inc., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Andrew S. White
	 	 
	 

	 	 	 	Title: Managing Director – Private Placements	 	 






S-17









 






	 	 	 	 	 	 	 

	AMERICAN UNITED LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
Name:	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	THE STATE LIFE INSURANCE COMPANY	 	 
	By:	 	American United Life Insurance Company	 	 
	Its:	 	Agent	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	PIONEER MUTUAL LIFE INSURANCE COMPANY	 	 
	By:	 	American United Life Insurance Company	 	 
	Its:	 	Agent	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	
Name:	 	 
	Title:
	 	 	 	 	 	 






S-18









 






					
	 	


SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-19









 






	 	 	 	 	 



					
	 	


MODERN WOODMEN OF AMERICA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-20









 






	 	 	 	 	 



SCHEDULE A




INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	The Northwestern Mutual Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	 	 	$	58,000,000	 	 	 	 	 








	(1)	 	All payments by wire transfer of
immediately available funds to:






	 	 	 	US Bank

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA #075000022






	 	 	For the account of:






	 	 	 	NM Private Placement

Account No. 182380324521






	 	 	with sufficient information to identify the
source of the transfer, the amount of interest,
principal or premium, the series of Notes and the PPN
	 
	(2)	 	All notices of payments and written
confirmations of such wire transfers:






	 	 	 	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Investment Operations

Email: privates@northwesternmutual.com





Schedule A



 









 






	(3)	 	All other communications:






	 	 	 	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Securities Department

Email: privateinvest@northwesternmutual.com






	(4)	 	Address for delivery of Notes:






	 	 	 	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Andrew T. Vedder






	(5)	 	Tax Identification Number: 39-0509570





Schedule A



2









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	The Northwestern Mutual Life Insurance Company for its
Group Annuity Separate Account
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	 	 	$	2,000,000	 	 	 	 	 








	(1)	 	All payments by wire transfer of immediately available funds to:






	 	 	 	US Bank

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA #075000022






	 	 	For the account of:






	 	 	 	NM GASA Account

Account No. 182380324018






	 	 	with sufficient information to identify the source of the transfer, the
amount of interest, principal or premium, the series of Notes and the
PPN






	(2)	 	All notices of payments and written confirmations of such wire transfers:






	 	 	 	The Northwestern Mutual Life Insurance Company

     for its Group Annuity Separate Account

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Investment Operations

Email: privates@northwesternmutual.com






	(3)	 	All other communications:






	 	 	 	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Securities Department

Email:  privateinvest@northwesternmutual.com





Schedule A



3









 






	(4)	 	Address for delivery of Notes:






	 	 	 	The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Andrew T. Vedder






	(5)	 	Tax Identification Number: 39-0509570





Schedule A



4









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	The Prudential Insurance Company of America
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	13,050,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit
to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No.: 021-000-021

Account Name: Prudential Managed Portfolio

Account No.: P86188 (please do not include spaces)
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(as among principal, interest and Make-Whole Amount) of the
payment being made.
	 
	(2)	 	Address for all notices relating to payments:
	 
	 	 	The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077
	 
	 	 	Attention: Manager, Billings and Collections
	 
	(3)	 	Address for all other communications and notices:
	 
	 	 	The Prudential Insurance Company of America

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate Finance





Schedule A



5









 






	(4)	 	Recipient of telephonic prepayment notices:
	 
	 	 	Manager, Trade Management Group
	 
	 	 	Telephone: (973) 367-3141

Facsimile: (888) 889-3832
	 
	(5)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service
to:




Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201




Attention: Thomas P. Donahue

Telephone: (214) 720-6202
	 
	(6)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com
	 
	(7)	 	Tax Identification No.: 22-1211670






Schedule A



6











 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Gibraltar Life Insurance Co., Ltd.
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	13,958,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit
to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No.: 021-000-021

Account Name: Gibraltar Private

Account No.: P86246 (please do not include spaces)
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(as among principal, interest and Make-Whole Amount) of the
payment being made.
	 
	(2)	 	All payments, other than principal, interest or Make-Whole
Amount, on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No. 021-000-021

Account No. 304199036

Account Name: Prudential International Insurance Service Company
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(e.g., type of fee) of the payment being made.






Schedule A





7









 






	(3)	 	Address for all notices relating to payments:
	 
	 	 	The Gibraltar Life Insurance Co., Ltd.

2-13-10, Nagatacho

Chiyoda-ku, Tokyo 100-8953, Japan
	 
	 	 	E-mail: Mizuho.Matsumoto@gib-life.co.jp
	 
	 	 	Attention: Mizuho Matsumoto, Vice President of Investment
Operations Team
	 
	(4)	 	Address for all other communications and notices:
	 
	 	 	Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate Finance
	 
	(5)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service
to:
	 
	 	 	Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Thomas P. Donahue

Telephone: (214) 720-6202
	 
	(6)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com
	 
	(7)	 	Tax Identification No.: 98-0408643





Schedule A



8









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Gibraltar Life Insurance Co., Ltd.
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	4,013,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit
to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No.: 021-000-021

Account Name: GIB Private Placement USD

Account No.: P86406 (please do not include spaces)
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(as among principal, interest and Make-Whole Amount) of the
payment being made.
	 
	(2)	 	All payments, other than principal, interest or Make-Whole
Amount, on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No. 021-000-021

Account No. 304199036

Account Name: Prudential International Insurance Service Company
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(e.g., type of fee) of the payment being made.





Schedule A




9









 






	(3)	 	Address for all notices relating to payments:
	 
	 	 	The Gibraltar Life Insurance Co., Ltd.

2-13-10, Nagatacho

Chiyoda-ku, Tokyo 100-8953, Japan
	 
	 	 	E-mail: Mizuho.Matsumoto@gib-life.co.jp
	 
	 	 	Attention: Mizuho Matsumoto, Vice President of Investment
Operations Team
	 
	(4)	 	Address for all other communications and notices:
	 
	 	 	Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate Finance
	 
	(5)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service
to:
	 
	 	 	Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Thomas P. Donahue

Telephone: (214) 720-6202
	 
	(6)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com
	 
	(7)	 	Tax Identification No.: 98-0408643





Schedule A




10









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	The Prudential Life Insurance Company, Ltd.
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	6,979,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit
to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No.: 021-000-021
	 	 	Account No.: P86291

Account Name: The Prudential Life Insurance Company, Ltd.
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(as among principal, interest and Make-Whole Amount) of the
payment being made.
	 
	(2)	 	All payments, other than principal, interest or Make-Whole
Amount, on account of Notes held by such purchaser shall be made
by wire transfer of immediately available funds for credit to:
	 
	 	 	JPMorgan Chase Bank

New York, NY

ABA No. 021-000-021

Account No. 304199036

Account Name: Prudential International Insurance Service Company
	 
	 	 	Each such wire transfer shall set forth the name of the Company,
a reference to “4.33% Senior Notes, Series F, due 2019, Security
No. INV11267, PPN 88643@ AF3” and the due date and application
(e.g., type of fee) of the payment being made.





Schedule A




11









 






	(3)	 	Address for all notices relating to payments:
	 
	 	 	The Prudential Life Insurance Company, Ltd.

2-13-10, Nagatacho

Chiyoda-ku, Tokyo 100-0014, Japan
	 
	 	 	Telephone: 81-3-5501-5190

Facsimile: 81-03-5501-5037

E-mail: osamu.egi@prudential.com
	 
	 	 	Attention: Osamu Egi, Team Leader of Financial Reporting
Team
	 
	(4)	 	Address for all other communications and notices:
	 
	 	 	Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate Finance
	 
	(5)	 	Address for Delivery of Notes:
	 
	 	 	Send physical security by nationwide overnight delivery service
to:
	 
	 	 	Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Thomas P. Donahue

Telephone: (214) 720-6202
	 
	(6)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com
	 
	(7)	 	Tax Identification No.: 98-0433392





Schedule A




12









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Forethought Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	7,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments on account of Notes held by such purchaser
shall be made by wire transfer of immediately available
funds for credit to:
	 
	 	 	State Street Bank

ABA # 01100-0028

DDA Account # 24564783
	 
	 	 	For Further Credit:

Forethought Life Insurance Company

Fund # 3N1H
	 
	 	 	Each such wire transfer shall set forth the name of the
Company, a reference to “4.33% Senior Notes, Series F,
due 2019, PPN 88643@ AF3” and the due date and
application (as among principal, interest and
Make-Whole Amount) of the payment being made.
	 
	(2)	 	All notices of payments and written confirmations of
such wire transfers:
	 
	 	 	Forethought Life Insurance Company

Attn: Russell Jackson

300 North Meridian

Suite 1800

Indianapolis, IN 46204
	 
	 	 	with copy to:
	 
	 	 	State Street Bank

Attn: Deb Hartner

801 Pennsylvania

Kansas City, MO 64105





Schedule A




13









 






	(3)	 	Address for all other communications and notices:
	 
	 	 	Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate
Finance
	 
	(4)	 	Address for Delivery of Notes:
	 
	(a)	 	Send physical security by nationwide overnight
delivery service to:
	 
	 	 	DTC / New York Window

55 Water Street

New York, NY 10041

Attention: Robert Mendez
	 
	 	 	Please include in the cover letter accompanying the
Notes a reference to SSB Fund # 3N1H.
	 
		 	(b) Send copy by nationwide overnight delivery service
to:
	 
	 	 	Prudential Capital Group

Gateway Center 4

100 Mulberry, 7th Floor

Newark, NJ 07102
	 
	 	 	Attention: Trade Management, Manager

Telephone: (973) 367-3141
	 
	 	 	and
	 
	 	 	Forethought Life Insurance Company

Attn: Eric Todd

300 North Meridian

Suite 1800

Indianapolis, IN 46204
	 
	(5)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com





Schedule A




14









 






	(6)	 	Tax Identification No.: 06-1016329





Schedule A




15









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	MTL Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	3,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments on account of Notes held by such purchaser
shall be made by wire transfer of immediately available
funds for credit to:
	 
	 	 	The Northern Trust Company

ABA # 071000152

Credit Wire Account # 5186061000

FFC: 26-32065/MTL Insurance Company — Prudential
	 
	 	 	Each such wire transfer shall set forth the name of the
Company, a reference to “4.33% Senior Notes, Series F, due
2019, PPN 88643@ AF3” and the due date and application (as
among principal, interest and Make-Whole Amount) of the
payment being made.
	 
	(2)	 	All notices of payments and written confirmations of such
wire transfers:
	 
	 	 	MTL Insurance Company

1200 Jorie Blvd.

Oak Brook, IL 60522-9060

Attention: Margaret Culkeen
	 
	(3)	 	Address for all other communications and notices:
	 
	 	 	Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate Finance





Schedule A




16









 






	(4)	 	Address for Delivery of Notes:






(a) Send physical security by nationwide overnight delivery
service to:




The Northern Trust Company of New York

Harborside Financial Center 10, Suite 1401

3 Second Street

Northern Acct. # 26-32065 / Acct. Name: MTL

    Insurance Company — Prudential

Jersey City, NJ 07311




Attn: Jose Mero & Rubie Vega




Please include in the cover letter accompanying the Notes a
reference to the Purchaser’s account number (MTL Insurance
Company-Prudential; Account Number: 26-32065).




(b) Send
copy by nationwide overnight delivery service to:





Prudential
Capital Group
Gateway Center 4

100 Mulberry, 7th Floor

Newark, NJ 07102





Attention: Trade Management, Manager

Telephone: (973) 367-3141




	(5)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com
	 
	(6)	 	Tax Identification No.: 36-1516780





Schedule A




17









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	BCBSM, Inc. DBA Blue Cross and Blue Shield of
Minnesota
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	$	1,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Register
Notes in the Name of:

Blue Cross and Blue Shield of Minnesota 
	 	Series G	 	Series H	 	Series I







	(1)	 	All payments on account of Notes held by such purchaser
shall be made by wire transfer of immediately available
funds for credit to:
	 
	 	 	U.S. Bank N.A.

ABA No.: 091000022

Account No. 180183083765

60 Livingston Avenue

St. Paul, MN 55107

Attn: Income Team (CUSIP Number, Account No.
10561811 and payment breakdown)
	 
	 	 	Each such wire transfer shall set forth the name of the
Company, a reference to “4.33% Senior Notes, Series F,
due 2019, PPN 88643@ AF3” and the due date and
application (as among principal, interest and
Make-Whole Amount) of the payment being made.
	 
	(2)	 	All notices of payments and written confirmations of
such wire transfers:
	 
	 	 	Blue Cross and Blue Shield of Minnesota

1303 Corporate Center Drive

Eagan, MN 55121-1204
	 
	 	 	Attention: James K. Rochat, Director, Investments
	 
	 	 	Telephone: (651) 662-8372

Facsimile: (651) 662-2164





Schedule A




18









 






	(3)	 	Address for all other communications and notices:
	 
	 	 	Prudential Private Placement Investors, L.P.

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4200E

Dallas, TX 75201
	 
	 	 	Attention: Managing Director, Energy and Corporate
Finance
	 
	(4)	 	Address for Delivery of Notes:






(a) Send physical security by nationwide overnight
delivery service to:




U.S. Bank

Cindy Procai EP MN WS41

60 Livingston Ave.

St. Paul, MN 55107


Attention: Kate O’Connor

Telephone: (651) 495-4175




     Please include in the cover letter accompanying the
Notes a reference to the Purchasers account number
(Blue Cross & Blue Shield of Minnesota; Account Number:
10561811).




(b) Send copy by nationwide overnight delivery service
to:




Prudential Capital Group

Gateway Center 4

100 Mulberry, 7th Floor

Newark, NJ 07102


Attention: Trade Management, Manager

Telephone: (973) 367-3141




	(5)	 	Electronic Delivery:

pcgdallas@prudential.com

with a copy to

brian.thomas@prudential.com
	 
	(6)	 	Tax Identification No.: 41-0984460





Schedule A




19









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate Account
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	$	300,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	$	300,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments by wire or intrabank transfer of immediately available funds to:
	 
	 	 	JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021

Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED

General Account No. 323-8-39002




with sufficient information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and application of such
funds.





	(2)	 	All notices of payments, written confirmations of such wire transfers and any audit
confirmation:
	 
	 	 	New York Life Insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603






	 	 	Attention:  	 	Securities Operation

Private Group

2nd Floor

Fax #: 908-840-3385






	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com





Schedule A




20









 






	(3)	 	All other communications to:
	 
	 	 	New York Life Insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603






	 	Attention: 	 	 Fixed Income Investors Group

Private Finance

2nd Floor

Fax #: (212) 447-4122






	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com
	 
	 	 	and with a copy of any notices regarding defaults or Events of Default under the
operative documents to:






	 	Attention: 	 	 Office of General Counsel

Investment Section, Room 1016

Fax #: (212) 576-8340






	(4)	 	The original note delivered to:
	 
	 	 	Rebecca Strutton

Director & Associate General Counsel

New York Life Investments

51 Madison Avenue-Room 1016

New York, New York 10010

212.576.4285
	 
	(5)	 	Tax ID No.: 13-3044743





Schedule A




21











 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate Account
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	$	300,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	$	300,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments by wire or intrabank transfer of immediately available funds to:
	 
	 	 	JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021

Credit: NYLIAC SEPARATE BOLI 3-2

General Account No. 323-9-56793




with sufficient information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and application of such
funds.





	(2)	 	All notices of payments, written confirmations of such wire transfers and any audit
confirmation:
	 
	 	 	New York Life Insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	Securities Operation
	 

	 	 	 	Private Group
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: 908-840-3385







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com




Schedule A

22









 












	(3)	 	All other communications to:
	 
	 	 	New York Life Insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	Fixed Income Investors Group
	 

	 	 	 	Private Finance
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: (212) 447-4122







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com
	 
	 	 	and with a copy of any notices regarding defaults or Events of Default under the
operative documents to:





	 	 	 	 	 

	 

	 	Attention:
	 	Office of General Counsel
	 

	 	 	 	Investment Section, Room 1016
	 

	 	 	 	Fax #: (212) 576-8340







	(4)	 	The original note delivered to:
	 
	 	 	Rebecca Strutton

Director & Associate General Counsel

New York Life Investments

51 Madison Avenue-Room 1016

New York, New York 10010

212.576.4285
	 
	(5)	 	Tax ID No.: 13-3044743




Schedule A

23









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate Account
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	$	400,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	$	400,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments by wire or intrabank transfer of immediately available funds to:
	 
	 	 	JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021

Credit: NYLIAC SEPARATE BOLI 30C

General Account No. 304-6-23970




with sufficient information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and application of such
funds.





	(2)	 	All notices of payments, written confirmations of such wire transfers and any audit
confirmation:
	 
	 	 	New York Life Insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	Securities Operation
	 

	 	 	 	Private Group
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: 908-840-3385







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com




Schedule A

24









 












	(3)	 	All other communications to:
	 
	 	 	New York Life Insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	 Fixed Income Investors Group
	 

	 	 	 	Private Finance
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: (212) 447-4122







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com
	 
	 	 	and with a copy of any notices regarding defaults or Events of Default under the
operative documents to:





	 	 	 	 	 

	 

	 	Attention:
	 	 Office of General Counsel
	 

	 	 	 	Investment Section, Room 1016
	 

	 	 	 	Fax #: (212) 576-8340







	(4)	 	The original note delivered to:
	 
	 	 	Rebecca Strutton

Director & Associate General Counsel

New York Life Investments

51 Madison Avenue-Room 1016

New York, New York 10010

212.576.4285

	 
	(5)	 	Tax ID No.: 13-3044743




Schedule A

25









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	New York Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	$	13,400,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	$	13,400,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments by wire or intrabank transfer of immediately available funds to:
	 
	 	 	JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021

Credit: New York Life Insurance Company

General Account No. 008-9-00687




with sufficient information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and application of such
funds.





	(2)	 	All notices of payments, written confirmations of such wire transfers and any audit
confirmation:
	 
	 	 	New York Life Insurance Company

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 
	 

	 	Attention:
	 	 Securities Operation
	 

	 	 	 	Private Group
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: 908-840-3385







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com




Schedule A

26









 












	(3)	 	All other communications to:
	 
	 	 	New York Life Insurance Company

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	 Fixed Income Investors Group
	 

	 	 	 	Private Finance
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: (212) 447-4122







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com
	 
	 	 	and with a copy of any notices regarding defaults or Events of Default under the
operative documents to:





	 	 	 	 	 
	 

	 	Attention:
	 	 Office of General Counsel
	 

	 	 	 	Investment Section, Room 1016
	 

	 	 	 	Fax #: (212) 576-8340







	(4)	 	The original note delivered to:
	 
	 	 	Rebecca Strutton

Director & Associate General Counsel

New York Life Investments

51 Madison Avenue-Room 1016

New York, New York 10010

212.576.4285
	 
	(5)	 	Tax ID No.: 13-5582869




Schedule A

27









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	New York Life Insurance and Annuity Corporation

	 	Series A
	 	Series B
	 	Series C
	 

	 	 	 	 	 	$8,100,000

	 
	 	 	 	 	 	 
	 

	 	Series D
	 	Series E
	 	
Series F
	 

	 	 	 	$8,100,000
	 	 
	 
	 	 	 	 	 	 
	 

	 	Series G
	 	
Series H
	 	Series I







	(1)	 	All payments by wire or intrabank transfer of immediately available funds to:
	 
	 	 	JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021

Credit: New York Life Insurance and Annuity Corporation

General Account No. 323-8-39002




with sufficient information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and application of such
funds.





	(2)	 	All notices of payments, written confirmations of such wire transfers and any audit
confirmation:
	 
	 	 	New York Life Insurance and Annuity Corporation

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	 Securities Operation
	 

	 	 	 	Private Group
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: 908-840-3385







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com




Schedule A

28









 












	(3)	 	All other communications to:
	 
	 	 	New York Life Insurance and Annuity Corporation

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 
	 

	 	Attention:
	 	 Fixed Income Investors Group
	 

	 	 	 	Private Finance
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: (212) 447-4122







	 	 	with a copy sent electronically to:
	 
	 	 	FIIGLibrary@nylim.com

TraditionalPVtOps@nylim.com
	 
	 	 	and with a copy of any notices regarding defaults or Events of Default under the
operative documents to:





	 	 	 	 	 

	 

	 	Attention:
	 	Office of General Counsel
	 

	 	 	 	Investment Section, Room 1016
	 

	 	 	 	Fax #: (212) 576-8340







	(4)	 	The original note delivered to:
	 
	 	 	Rebecca Strutton

Director & Associate General Counsel

New York Life Investments

51 Madison Avenue-Room 1016

New York, New York 10010

212.576.4285
	 
	(5)	 	Tax ID No.: 13-3044743




Schedule A

29









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Forethought Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	$	2,500,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	$	2,500,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments by wire or intrabank transfer of immediately available funds to:
	 
	 	 	State Street Bank & Trust Company

Boston, MA

ABA # 011000028

DDA # 00539841

Attn: Mutual Funds

FLIC-PRV2

Fund # 3N2Z

Ref: Forethought Life Insurance

Contact: Deborah Hartner (Phone: 816-871-9218)




with sufficient information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and application of such
funds.





	(2)	 	All notices of payments, written confirmations of such wire transfers and any audit
confirmation:





	 	 	 	 	 

	 

	 	Attention:
	 	Russell L. Jackson
	 

	 	 	 	Director, Investment Accounting
	 

	 	 	 	Forethought Life Insurance Company
	 

	 	 	 	300 North Meridian Street, Suite 1800
	 

	 	 	 	Indianapolis, IN 46204
	 

	 	 	 	Phone: 317-223-2749
	 

	 	 	 	Email: russell.jackson@forethought.com
	 
	 	 	 	 
	 

	 	With a copy to:	 	 
	 

	 	 	 	Deborah Hartner
	 

	 	 	 	Account Manager
	 

	 	 	 	State Street Bank
	 

	 	 	 	801 Pennsylvania Avenue
	 

	 	 	 	Kansas City, MO 64105
	 

	 	 	 	Phone: 816-871-9218
	 

	 	 	 	Email: DSHartner@statestreet.com






Schedule A

30









 






	 	 	 	 	 

	 

	 	And a copy to:	 	 
	 

	 	 	 	New York Life Investment Management LLC
	 

	 	 	 	51 Madison Avenue
	 

	 	 	 	New York, New York 10010
	 

	 	 	 	Attention: Private Operations
	 

	 	 	 	Fax #: 908-840-3385
	 

	 	 	 	Email: NYLIM_PVT_OPS@NYLIM.com







	(3)	 	All other communications to:
	 
	 	 	New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603





	 	 	 	 	 

	 

	 	Attention:
	 	 Fixed Income Investors Group
	 

	 	 	 	Private Finance
	 

	 	 	 	2nd Floor
	 

	 	 	 	Fax #: (212) 447-4122







	 	 	with a copy sent electronically to: FIIGLibrary@nylim.com
	 
	 	 	and with a copy of any notices regarding defaults or Events of Default under the
operative documents to:





	 	 	 	 	 

	 

	 	Attention:
	 	 Office of General Counsel
	 

	 	 	 	Investment Section, Room 1016
	 

	 	 	 	Fax #: (212) 576-8340







	(4)	 	The original note delivered to:
	 
	 	 	DTC/New York Window

55 Water Street

New York, NY 10041

Attn: Robert Mendez

Ref: SSB Fund # 3N2Z
	 
	(5)	 	Custodian:





	 	 	 	 	 

	 

	 	Attention:
	 	 Deborah Hartner
	 

	 	 	 	Account Manager
	 

	 	 	 	State Street Bank
	 

	 	 	 	801 Pennsylvania Avenue
	 

	 	 	 	Kansas City, MO 64105
	 

	 	 	 	Phone: 816-871-9218
	 

	 	 	 	Fax: 816-871-9554
	 

	 	 	 	Email: DSHartner@statestreet.com






Schedule A

31









 







	(6)	 	Tax ID No.: 06-1016329






Schedule A

32











 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Allianz Life Insurance Company of North America
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	 	 	$40,000,000






Register Notes in name of: MAC & CO.





	(1)	 	Payment shall be made by bank wire transfer of immediately available federal funds to:
	 
	 	 	MAC & CO.

The Bank of New York Mellon

ABA # 011001234

BNY Mellon Account No. AZAF6700012

DDA 125261

Cost Center 1253

Re: “Accompanying Information” below

For Credit to Portfolio Account: AZLife AZAF6700012

	 
	 	 	Accompanying Information:
	 
	 	 	Name of Issuer:                     
	 
	 	 	Description of Security:$                     Series                      Notes, due                     
	 
	 	 	PPN: 88643@ AJ5
	 
	 	 	Due Date and Application (as among principal, make whole and interest) of the payment being made:
	 
	(2)	 	All notices of payment on or in respect to the security should be sent to:
	 
	 	 	Allianz Life Insurance Company of North America

c/o Allianz of America, Inc.

Attn: Private Placements

55 Greens Farms Road

P.O. Box 5160

Westport, Connecticut 06881-5160

Phone: 203-221-8580

Fax: 203-221-8539

Email: Brian.Landry@azoa.com
	 
	 	 	With a copy to:





Schedule A




33









 









	 	 	Kathy Muhl

Supervisor — Income Group

The Bank of New York Mellon

Three Mellon Center — Room 153-1818

Pittsburgh, Pennsylvania 15259

Phone: 412-234-5192

Fax: 412-236-0800

Email: Kathy.muhl@bnymellon.com
	 
	(3)	 	Send notices and other communications to:
	 
	 	 	Allianz Life Insurance Company of North America

c/o Allianz of America, Inc.

Attn: Private Placements

55 Greens Farms Road

P.O. Box 5160

Westport, Connecticut 06881-5160

Phone: 203-221-8580

Fax: 203-221-8539

Email: Brian.Landry@azoa.com
	 
	(4)	 	The original note delivered to:
	 
	 	 	Mellon Securities Trust Company

One Wall Street

3rd Floor Receive Window C

New York, NY 10286

	 
	 	 	For Credit to: Allianz Life Insurance Company of North America,

AZLife AZAF6700012
	 
	(5)	 	Tax ID No.: 41-1366075





Schedule A




34









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Minnesota Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$15,000,000	 	 	 	 








	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	Mellon Bank, Pittsburgh, PA

ABA#: 011001234

DDA#: 048771

Account Name: Minnesota Life Insurance Company

Account #: ADFF0106002

Cost Code: 1167

Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown
	 
	(2)	 	All documents and notices should be sent to:
	 
	 	 	Minnesota Life Insurance Company

400 Robert Street North

St. Paul, Minnesota 55101

Attention: Advantus Capital Management, Inc.
	 
	(3)	 	Original notes delivered to:
	 
	 	 	Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attention: Kathleen Posus
	 
	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 41-0417830





Schedule A




35









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	MTL Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	$2,000,000	 	 







Register Notes in Name of: ELL & Co.





	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	The Northern Chgo/Trust

ABA #071-000-152

For credit to: Account Number: 5186041000

For further credit to: MTL Insurance Company

Account Number: 26-00621

Attn: Income Collections
	 
	 	 	Also, please reference sufficient information to identify

the source and application of such funds.
	 
	(2)	 	All documents and notices should be sent to:
	 
	 	 	MTL Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	Northern Trust Co

Harborside Financial Center 10

Suite 1401

3 Second Street

Jersey City NJ 07311

Attn: Jose’ Mero — Settlements for Account #26-00621,

Account Name: MTL Insurance Company
	 
	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 36-1516780





Schedule A





36









 









INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Colorado Bankers Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$500,000	 	 	 	 







Register Notes in Name of: Cudd & Co. F/A/O Colorado Bankers Life Insurance Company





	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	JP Morgan Chase

ABA#: 021000021

A/C #9009002859

A/C Name: Bond Interest Wire






	 	Ref: 	 	 Cusip  — 88643@ AG1

Account number — #2600392300

Account name — Colorado Bankers Life Insurance Co.

Nominee — Cudd & Co

Principal and interest -

Rate -

Maturity-






	(2)	 	All documents and notices should be sent to:
	 
	 	 	Colorado Bankers Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	JP Morgan

4 New York Plaza, Floor 11

New York, NY 10004

Attn: Outsourcing

Account # P65920
	 
	(4)	 	Electronic Delivery:





Schedule A




37









 









	(5)	 	Tax ID No. 84-0674027





Schedule A




38









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Great Western Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	$500,000	 	 







Register Notes in Name of: Wells Fargo for Great Western Insurance Company





	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	Wells Fargo

ABA Number: 121000248

Credit: Wells Fargo account #6355060421

Further Credit: Great Western Insurance Co. 1827-3286


Also, please reference sufficient information to identify

the source and application of such funds.
	 
	(2)	 	All documents and notices should be sent to:
	 
	 	 	Great Western Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator

	 
	(3)	 	Original notes delivered to:
	 
	 	 	Wells Fargo Investments LLC

Attn: Securities Processing

MAC N9311-13J

Northstar West Bldg.

625 Marquette Ave. S — 13th Floor

Minneapolis, MN 55402

Great Western Insurance Company #1827-3286
	 
	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 87-0395954





Schedule A




39









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	The Catholic Aid Association
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$500,000	 	 	 	 







Register Notes in Name of: Wells Fargo Bank N.A. FBO The Catholic Aid Association





	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	Wells Fargo Bank N.A.

ABA #: 121000248

BNFA: 0000840245 (must use all 10 digits)

Beneficiary Acct Name: Trust Wire Clearing

Wells Fargo Acct Name: The Catholic Aid Association

Wells Fargo Acct #: 23825801

Contact Name: Duane Johnson (612) 667-6723

	 
	 	 	Also, please reference sufficient information to identify the source and application

of such funds.
	 
	(2)	 	All documents and notices should be sent to:
	 
	 	 	The Catholic Aid Association

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	Duane (Dewey) Johnson

Wells Fargo — Investment Mgr Relations

MAC N9306-036

733 Marquette Ave, 3rd Fl.

Minneapolis, MN 55479

Account Name: The Catholic Aid Association

Account Number: 23825801
	 
	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 41-0182070





Schedule A




40









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	American Republic Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	 	 	$	2,000,000	 	 	 	 	 







Register Notes in Name of: Wells Fargo Bank N.A. as custodian for American Republic Insurance
Company





	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	Wells Fargo Bank, N.A.

ABA #121000248

BNFA=0000840245 (include all 10 digits)

BNF=Trust Wire Clearing

FFC Attn: Income Collections, a/c #20983400

For further credit to: American Republic Insurance Co.

                    
             Account Number: 20983400

Ref: Issuer, Rate, Maturity, CUSIP/PPN, P&I Breakdown
	 
	(2)	 	All documents and notices should be sent to:
	 
	 	 	American Republic Insurance Company

C/o Advantus Capital Management Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	Duane (Dewey) Johnson

Wells Fargo — Investment Mgr Relations

MAC N9306-036

733 Marquette Ave, 3rd Fl.

Minneapolis, MN 55479

Account Name: American Republic Insurance Company

Account Number: 20983400
	 
	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 42-0113630





Schedule A




41









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Blue Cross and Blue Shield of Florida, Inc.
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$2,000,000	 	 	 	 







Register Notes in Name of: Hare & Co.



(1) All scheduled payments of principal and interest by wire transfer of immediately available
funds to:





	 	 	 	Federal Reserve Bank of Boston

ABA#011001234

DDA#048771

Blue Cross Blue Shield of Florida, F1BF5314632

Cusip: 88643@ AG1






	 	 	  Also, please reference sufficient information to identify the
source and application of such funds.






	(2)	 	All documents and notices should be sent to:
	 
	 	 	Blue Cross and Blue Shield of Florida, Inc.

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	Mellon Securities Trust Co,

One Wall Street

3rd Floor-Receive Window C

New York, NY 10286

Acct Name: Blue Cross and Blue Shield of Florida, Inc.

Acct #: F1BF5314632
	 
	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 59-2015694





Schedule A




42









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Fort Dearborn Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	$2,000,000	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







Register Notes in Name of: Cudd & Co



(1)  All scheduled payments of principal and interest by wire transfer of immediately available
funds to:





	 	 	JP Morgan Chase

ABA#: 021000021

A/C #9009002859

A/C Name: Bond Interest Wire






	 	Ref:	 	 Cusip  — 88643@ AA4

Account number — #P65920

Account name — Fort Dearborn Life Insurance (IP)

Nominee — Cudd & Co

Principal and interest -

Rate -

Maturity-






	(2)	 	All documents and notices should be sent to:
	 
	 	 	Fort Dearborn Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	JP Morgan

4 New York Plaza, Floor 11

New York, NY 10004

Attn: Outsourcing

Account # P65920





 Schedule A



43









 








	(4)	 	Electronic Delivery:
	 
	(5)	 	Tax ID No. 36-2598882





Schedule A




44









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Fort Dearborn Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	$2,000,000	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







Register Notes in Name of: Cudd & Co



(1)  All scheduled payments of principal and interest by wire transfer of immediately available
funds to:





	 	 	JP Morgan Chase

ABA#: 021000021

A/C #9009002859

A/C Name: Bond Interest Wire






	 	 Ref:	 	 Cusip  — 88643@ AA4

Account number — #P65920

Account name — Fort Dearborn Life Insurance (C&S)

Nominee — Cudd & Co

Principal and interest -

Rate -

Maturity-






	(2)	 	All documents and notices should be sent to:
	 
	 	 	Fort Dearborn Life Insurance Company

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	JP Morgan

4 New York Plaza, Floor 11

New York, NY 10004

Attn: Outsourcing

Account # P65920
	 
	(4)	 	Electronic Delivery:





Schedule A




45









 







(5) Tax ID No. 36-2598882




Schedule A




46









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	New Era Life Insurance
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	 	$500,000	 	 







Register Notes in Name of: Cudd & Co



(1)  All scheduled payments of principal and interest by wire transfer of immediately available
funds to:





	 	 	JP Morgan Chase

ABA#: 021000021

FFC to 9009000127

Account: P05155

Account Name: New Era Life Insurance






	 	  Ref: 	 	 Cusip  — 88643@ AH9

Account number — #P05155

Account name — New Era Life Insurance

Nominee — Cudd & Co

Principal and interest -

Rate -

Maturity-






	(2)	 	All documents and notices should be sent to:
	 
	 	 	New Era Life Insurance

c/o Advantus Capital Management, Inc.

400 Robert Street North

St. Paul, MN 55101

Attn: Client Administrator
	 
	(3)	 	Original notes delivered to:
	 
	 	 	JP Morgan Chase Bank N.A.

4 New York Plaza, Ground Floor

New York, NY 10004

Account New Era Life Insurance

Account # P05155
	 
	(4)	 	Electronic Delivery:





Schedule A




47









 









	(5)	 	Tax ID No. 74-2552025





Schedule A




48









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Pacific Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$5,000,000	 	 	 	 
	 
	 	$5,000,000	 	 	 	 
	 
	 	$5,000,000	 	 	 	 
	 
	 	$5,000,000	 	 	 	 
	 
	 	$5,000,000	 	 	 	 







Register Notes in name of: Mac & Co., as nominee for Pacific Life Insurance Company





	(1)	 	All scheduled payments of principal and interest by wire transfer of immediately available
funds to:
	 
	 	 	Mellon Trust of New England

ABA# 011001234

DDA 125261

Attn: MBS Income CC: 1253

A/C Name: Pacific Life Insurance Company — General Account/PLCF1810132

Regarding: Security Description & PPN
	 
	(2)	 	All notices of payments and written confirmations of such wire transfers:
	 
	 	 	Mellon Trust

Attn: Pacific Life Accounting Team

One Mellon Bank Center

Room 0930

Pittsburgh, PA 15259
	 
	 	 	and
	 
	 	 	Pacific Life Insurance Company

Attn: IMD — Cash Team

700 Newport Center Drive

Newport Beach, CA 92660-6397

FAX# 949-718-5845





Schedule A







49









 









	(3)	 	Original notes delivered to:
	 
	 	 	Mellon Securities Trust Company

One Wall Street

3rd Floor-Receive Window C

New York, NY 10286

Contact Name & Phone: Robert Ferraro (212) 635-1299

A/C Name: Pacific Life Insurance Co — General Acct

A/C #: PLCF1810132
	 
	(4)	 	E-mail address for Electronic Delivery: Jason.todd@pacificlife.com
	 
	(5)	 	All other communications:
	 
	 	 	Pacific Life Insurance Company

Attn: IMD — Credit Analysis

700 Newport Center Drive

Newport Beach, CA 92660-6397

FAX# 949-219-5406
	 
	(6)	 	Tax ID No.: 95-1079000





Schedule A





50











 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	State Farm Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	$24,000,000	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







(1) Payment shall be made by bank wire transfer of immediately available federal funds,
providing sufficient information to identify the source of the transfer, the amount of interest
and/or principal and the series of Notes, to:




	 	 	 	 	 

	 
	 	JPMorganChase	 	 
	 
	 	ABA#	 	021000021
	 
	 	Attn:	 	SSG Private Income Processing
	 
	 	A/C#	 	9009000200
	 
	 	For further credit to:	 	State Farm Life Insurance Company
	 
	 	 	 	Custody Account # G06893
	 
	 	RE:	 	Tidewater, Inc., 4.12% Senior Notes, due December 30, 2018
	 
	 	 	 	PPN #: 88643@ AD8
	 
	 	 	 	Maturity Date: December 30, 2018







	(2)	 	Send notices, financial statements, officer’s certificates and other correspondence to:
	 
	 	 	State Farm Life Insurance Company

Investment Dept. E-8

One State Farm Plaza

Bloomington, IL 61710
	 
	(3)	 	Send confirms to:
	 
	 	 	State Farm Life Insurance Company

Investment Accounting Dept. D-3

One State Farm Plaza

Bloomington, IL 61710






Schedule A



51









 






	(4)	 	The original note delivered (via registered mail) to:
	 
	 	 	JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center

3rd Floor

Brooklyn, New York 11245-0001

Attention: Physical Receive Department

Account: G06893
	 
	 	 	With a copy to:
	 
	 	 	State Farm Insurance Companies

One State Farm Plaza

Bloomington, Illinois 61710

Attn: Corporate Law-Investments, A-3

          Christiane M. Stoffer, Associate General Counsel
	 
	(5)	 	Electronic Delivery: privateplacements@statefarm.com
	 
	(6)	 	Tax ID No.: 37-0533090





Schedule A



52









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	State Farm Life and Accident Assurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	$1,000,000	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







(1) Payment shall be made by bank wire transfer of immediately available federal funds,
providing sufficient information to identify the source of the transfer, the amount of interest
and/or principal and the series of Notes, to:




	 	 	 	 	 
	 
	 	JPMorganChase	 	 
	 
	 	ABA#	 	021000021
	 
	 	Attn:	 	SSG Private Income Processing
	 
	 	A/C#	 	9009000200
	 
	 	For further credit to:	 	State Farm Life and Accident Assurance Company
	 
	 	 	 	Custody Account # G06895
	 
	 	RE:	 	Tidewater, Inc., 4.12% Senior Notes, due December 30, 2018
	 
	 	 	 	PPN #: 88643@ AD8
	 
	 	 	 	Maturity Date: December 30, 2018







	(2)	 	Send notices, financial statements, officer’s certificates and other correspondence to:
	 
	 	 	State Farm Life and Accident Assurance Company

Investment Dept. E-8

One State Farm Plaza

Bloomington, IL 61710
	 
	(3)	 	Send confirms to:
	 
	 	 	State Farm Life and Accident Assurance Company

Investment Accounting Dept. D-3

One State Farm Plaza

Bloomington, IL 61710





Schedule A



53









 





	(4)	 	The original note delivered (via registered mail) to:
	 
	 	 	JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center

3rd Floor

Brooklyn, New York 11245-0001

Attention: Physical Receive Department

Account: G06895
	 
	 	 	With a copy to:
	 
	 	 	State Farm Insurance Companies

One State Farm Plaza

Bloomington, Illinois 61710

Attn: Corporate Law-Investments, A-3

   Christiane M. Stoffer, Associate General Counsel
	 
	(5)	 	Electronic Delivery: privateplacements@statefarm.com
	 
	(6)	 	Tax ID No.: 37-0805091





Schedule A



54









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Great-West Life & Annuity Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	$18,500,000	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I








	(1)	 	All payments by wire transfer of immediately available funds to:






	 	 	 	The Bank of New York Mellon

ABA No.: 021-000-018

BNF Account No.: IOC566

Further Credit To: Great-West Life/Acct No. 640935





	 	 	 	 	 

	 

	 	Special Instructions:
	 	1) security description (PPN #),
	 

	 	 	 	2) allocation of payment between principal and interest, and
	 

	 	 	 	3) confirmation of principal balance.







	(2)	 	All notices and communications to:






	 	 	 	Great-West Life & Annuity Insurance Company

8515 East Orchard Road, 3T2

Greenwood Village, Colorado 80111

Attention: Investments Division

Fax: (303) 737-6193






	(3)	 	Physical delivery of securities to:






	 	 	 	The Bank of New York Mellon

3rd Floor, Window A

One Wall Street

New York, New York 10286

Attention: Receive/Deliver Department (Great-West Life/Account No. 640935)






	(4)	 	Electronic Delivery: ward.argust@gwl.com
	 
	(5)	 	Tax ID No. #84-0467907





Schedule A



55









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	The Great-West Life Assurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	$1,000,000	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







Register Notes in Name of: Hare & Co.





	(1)	 	All payments by wire transfer of immediately available funds to:






	 	 	 	The Bank of New York

ABA No.: 021-000-018

BNF Account No.: IOC566

Further Credit To: Great-West Life/Acct No. 641000





	 	 	 	 	 

	 

	 	Special Instructions:
	 	1) security description (PPN #),
	 

	 	 	 	2) allocation of payment between principal and interest, and
	 

	 	 	 	3) confirmation of principal balance.







	(2)	 	All notices and communications to:






	 	 	 	Great-West Life Assurance Company

8515 East Orchard Road, 3T2

Greenwood Village, Colorado 80111

Attention: Investments Division

Fax: (303) 737-6193






	(3)	 	Physical delivery of securities to:






	 	 	 	The Bank of New York

3rd Floor, Window A

One Wall Street

New York, New York 10286

Attention: Receive/Deliver Department (Great-West Life/Account No. 641000)






	(4)	 	Electronic Delivery: ward.argust@gwl.com
	 
	(5)	 	Tax ID No. 98-0000673





Schedule A



56









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	The Great-West Life Assurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	$15,000,000	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







Register Notes in Name of: MAC & CO





	(1)	 	All payments by wire transfer of immediately available funds to:






	 	 	Federal Reserve Bank of Boston

ABA No.: 011001234

Credit To: DDA No.125261

Attn: MBS Income Unit

CC: 1253

Further Credit To: The Great-West Life Assurance Company

                      Acct No. GAWF00050002

                 
                 
  C/M GWL US Bond





	 	 	 	 	 

	 

	 	Special Instructions:
	 	1) security description (PPN #),
	 

	 	 	 	2) allocation of payment between principal and interest, and
	 

	 	 	 	3) confirmation of principal balance.







	(2)	 	All notices and communications to:






	 	 	 	The Great-West Life Assurance Company

100 Osborne Street North

Winnipeg, Manitoba

CANADA R3C 3A5

Attn: Securities Administration – 2C

Fax: (204) 946-8395
	 
	CC: 	 	 	 Great-West Life & Annuity Insurance Company

8515 East Orchard Road, 3T2

Greenwood Village, CO 80111

Attn: Investments Division

Fax: (303)737-6193





Schedule A



57









 






	(3)	 	Physical delivery of securities to:






	 	 	 	Mellon Securities Trust Co.

120 Broadway, 13th Floor

New York, NY 10271

Credit: The Great-West Life Assurance Company

Acct No. GAWF00050002

C/M GWL US Bond






	(4)	 	Electronic Delivery: ward.argust@gwl.com
	 
	(5)	 	Tax ID No. 98-0000673





Schedule A



58









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	USAA Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	$18,500,000	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







Register Notes in name of: ELL & CO.





	(1)	 	All payments on account of Notes held by such purchaser shall be
made by wire transfer of immediately available funds for credit to:






	 	 	 	Northern Chgo/Trust

ABA#071000152

Credit Wire Account # 5186041000

26-11042/ Life Company





With sufficient information to identify the source and application of

such funds, including the issuer name, the PPN of the issue, interest

rate, payment due date, maturity date, interest amount, principal and

premium amount.





	(2)	 	All notices of payment on or in respect to the security should be sent to:






	 	 	 	Lisa Cox

Vice President

The Northern Trust Company

50 South LaSalle Street, B-7

Chicago, IL 60675






	(3)	 	Send all other communications to:






	 	 	 	John Spear

VP Insurance Portfolios

9800 Fredericksburg Road

San Antonio, TX 78288

(210) 498-8661





Schedule A



59









 






	(4)	 	The original note delivered to:






	 	 	 	Northern Trust Company of New York

Account: 26-11042

Harborside Financial Center 10, Ste. 1401

3 Second Street

Jersey City, NJ 07311






	(5)	 	Electronic Delivery: brianw.smith@usaa.com






	(6)	 	Tax ID No. : 74-1472662





Schedule A



60









 






INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	The Ohio National Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$6,000,000	 	 	 	$4,000,000







(1) Payment shall be made by bank wire transfer of immediately available federal funds,
(identifying each payment as to issuer, security (including interest rate and maturity date), and
principal or interest), to:





	 	 	 	U.S. Bank N.A. (ABA #042-000013)

5th & Walnut Streets

Cincinnati, OH 45202

For credit to The Ohio National Life Insurance Company’s Account No. 910-275-7





(2) All notices and communications, including notices with respect to payments and written
confirmation of each such payment to:





	 	 	 	The Ohio National Life Insurance Company

Post Office Box 237

Cincinnati, OH 45201

Attention: Investment Department






	(3)	 	The original note delivered to:






	 	 	 	The Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH45242

Attention: Investment Department






	(4)	 	Electronic Delivery: crcarlson@ohionational.com
	 
	(5)	 	Tax ID No. 31-0397080





Schedule A



61









 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Ohio National Life Assurance Corporation
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$2,000,000	 	 	 	$4,000,000







(1) Payment shall be made by bank wire transfer of immediately available federal funds,
(identifying each payment as to issuer, security (including interest rate and maturity date), and
principal or interest), to:





	 	 	 	U.S. Bank N.A. (ABA #042-000013)

5th & Walnut Streets

Cincinnati, OH 45202

For credit to Ohio National Life Assurance Corporation’s Account No. 865-215-8





(2) All notices and communications, including notices with respect to payments and written
confirmation of each such payment to:





	 	 	 	Ohio National Life Assurance Corporation

Post Office Box 237

Cincinnati, OH 45201

Attention: Investment Department






	(3)	 	The original note delivered to:






	 	 	 	The Ohio National Life Insurance Company

One Financial Way

Cincinnati, OH45242

Attention: Investment Department






	(4)	 	Electronic Delivery: crcarlson@ohionational.com
	 
	(5)	 	Tax ID No. 31-0962495





Schedule A



62









 






INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Ensign Peak Advisors, Inc.
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	$15,000,000	 	 
	 
	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I







(1) Payment shall be made by bank wire transfer of immediately available federal funds,
providing sufficient information to identify the source of the transfer, the amount of interest
and/or principal and the series of Notes, to:





	 	 	 	Zions First National Bank

ABA 124000054

Acct # 01-20001-3

Acct Name: Ensign Peak Advisors






	(2)	 	All notices of payment on or in respect to the security should be sent to:






	 	 	 	Ensign Peak Advisors

50 East North Temple, 15th Floor

Salt Lake City, UT 84150

e-mail: custody@ensignpeak.org

Scott Colton            or           Greg Tarbet

801-240-1066                     801-240-5949

Fax: 801-240-2202






	(3)	 	Send notices and communications to:






	 	 	 	Ensign Peak Advisors

50 East North Temple, 15th Floor

Salt Lake City, UT 84150

e-mail: custody@ensignpeak.org

Scott Colton            or           Greg Tarbet

801-240-1066                     801-240-5949

Fax: 801-240-2202






	(4)	 	The original note delivered to:






	 	 	 	Ensign Peak Advisors

50 East North Temple, 15th Floor

Salt Lake City, UT 84150





Schedule A



63









 












	(5)	 	Tax ID No. 84-1432969





Schedule A




64











 





INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	American National Insurance Company
	 	Series A	 	 Series B 	 	 Series C 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$	15,000,000	 	 	 	 	 	 	 	 	 






Register Notes in name of:




	 	 	 

	(1)

	 	All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds to:






	 	 	 	 	 

	 

	 	Bank:
	 	SEI Private Trust Co.
	 

	 	Bank Address:
	 	1 Freedom Valley Dr., Oaks, PA 19456
	 

	 	Bank ABA#:
	 	031976161
	 

	 	Sub Acct.
	 	1050
	 

	 	Account Name:
	 	American National Insurance Company
	 

	 	Account Number:
	 	328655
	 

	 	FFC TO:
	 	Moody National Bank
	 

	 	Trust Acct:
	 	1856063500





With sufficient information to identify the source and application of such funds, including issuer,
PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or
otherwise.




	 	 	 

	(2)

	 	All notices and communications to:
	 
	 	 
	 

	 	American National Insurance Company
	 

	 	Securities Management & Research, Inc.
	 

	 	2450 South Shore Blvd., Suite 400
	 

	 	League City, TX 77573
	 

	 	Attention: Anne LeMire
	 
	 	 
	(4)

	 	The original note delivered to:
	 
	 	 
	 

	 	American National Insurance Company
	 

	 	Securities Management & Research, Inc.
	 

	 	2450 South Shore Blvd., Suite 400
	 

	 	League City, TX 77573
	 

	 	Attention: Anne LeMire






Schedule A






65









 








	 	 	 

	(5)

	 	Electronic Delivery:
	 
	 	 
	 

	 	gordon.dixon@smr-invest.com
	 

	 	anne.lemire@smr-invest.com
	 

	 	john.maidlow@smr-invest.com 
	 

	 	donald.burrows@wfadvisors.com
	 

	 	clint.auttonberry@wfadvisors.com
	 
	 	 
	(6)

	 	Tax ID No.: 74-1484030






Schedule A






66









 












INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	CUNA Mutual Insurance Society
	 	Series A	 	Series B	 	Series C
	 
	 	 	 $4,000,000	 	 	 	$4,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	$4,000,000	 	 	 	 	 	 	 	 	 






Register Notes in name of: TURNKEYS + CO





	(1)	 	All payments by wire transfer of immediately available funds to:






	 	 	 	State Street Bank

ABA #: 011000028

Account Name: CUNA Mutual Insurance Society

DDA #: 1044-851-2

Reference Fund: ZT1E

	 
	 	 	 	with sufficient information to identify
the source and application of such funds.






	(2)	 	All notices of payments and written confirmations of such wire transfers
and other communications (financials):






	 	 	 	Members Capital Advisors, Inc.

Attention: Private Placements

5910 Mineral Point Road

Madison, WI 53705-4456

E-Mail: ds-privateplacements@cunamutual.com






	(3)	 	Address for delivery of Notes to DTC:






	 	 	 	State Street Bank

DTC / New York Window

Attn: Robert Mendez

55 Water Street

Plaza Level -3rd Floor

New York, New York 10041






	(4)	 	Tax ID No.: 39-0230590





Schedule A






67









 











INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	CUMIS Insurance Society, Inc.
	 	Series A	 	Series B	 	Series C
	 
	 	 	 $1,000,000 	 	 	 	$1,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	 Series I
	 
	 		$1,000,000	 	 	 	 	 	 	 	 	 






Register Notes in name of: TURNJETTY + CO





	(1)	 	All payments by wire transfer of immediately available funds to:






	 	 	 	State Street Bank

ABA #: 011000028

Account Name: CUMIS Insurance Society, Inc.

DDA #: 1658-736-2

Reference Fund: ZT1j

	 
	 	 	 	with sufficient information to identify
the source and application of such funds.






	(2)	 	All notices of payments and written confirmations of such wire transfers
and other communications (financials):






	 	 	 	Members Capital Advisors, Inc.

Attention: Private Placements

5910 Mineral Point Road

Madison, WI 53705-4456

E-Mail: ds-privateplacements@cunamutual.com






	(3)	 	Address for delivery of Notes to DTC:






	 	 	 	State Street Bank

DTC / New York Window

Attn: Robert Mendez

55 Water Street

Plaza Level -3rd Floor

New York, New York 10041






	(4)	 	Tax ID No.: 39-0972608





Schedule A






68









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	The Union Central Life Insurance Company

	 	Series A 
	 	Series B
	 	Series C
	 
	 	 	 	 	 	 
	 

	 	Series D
	 	Series E
	 	Series F
	 
	 	 	 	 	 	 
	 

	 	Series G
$6,000,000
	 	Series H
	 	Series I






Register Notes in name of: CUDD & CO.





	(1)	 	Payment shall be made by bank wire transfer of immediately available federal funds to:






	 	 	 	JPMorgan Chase Bank

ABA #021-000-021

DDA Clearing Account: 9009002859
	 
	 	 	 	Further Credit — Custody Fund P72228 (The Union Central Life Insurance Company)

	 
	 	 	 	 Reference:CUSIP; Issue name and source/application of funds






	(2)	 	All notices of payment on or in respect to the security should be sent to:






	 	 	 	The Union Central Life Insurance Company

1876 Waycross Rd

Cincinnati, Ohio 45240

Attention: Treasury Department

Fax: (513) 674-5275






	(3)	 	Send notices and communications to:






	 	 	 	The Union Central Life Insurance Company

c/o Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505






	(4)	 	The original note delivered by registered mail to:






	 	 	 	JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

ATTN: Physical Receive Department

REF: Account P72228

REF: The Union Central Life Insurance Company






Schedule A





69









 









	 	 	With a copy to:






	 	 	 	Andy White

Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505







	(5)	 	Electronic Delivery: awhite@summitinvestments.com






	(6)	 	Tax ID No. 31-0472910 (Union Central)






	 	 	 	 13-6022143 (CUDD & CO.)





Schedule A






70









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Ameritas Life Insurance Corp.
	 	Series A     	 	Series B	 	 Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$	4,000,000	 	 	 	 	 	 	 	 	 







Register Notes in name of: CUDD & CO.





	(1)	 	Payment shall be made by bank wire transfer of immediately available federal funds to:






	 	 	 	JPMorgan Chase Bank

ABA #021-000-021

DDA Clearing Account: 9009002859






	 	 	 	Further Credit — Custody Fund P72220 (Ameritas Life Insurance Corp)

 Reference: CUSIP; Issue
name and source/application of funds






	(2)	 	All notices of payment and written confirmations of such wire transfers should be sent to:






	 	 	 	Ameritas Life Insurance Corp.

Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505

Fax #: (402) 467-6970






	(3)	 	Send notices and communications to:






	 	 	 	Ameritas Life Insurance Corp.

c/o Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505






	(4)	 	The original note delivered by registered mail to:






	 	 	 	JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

ATTN: Physical Receive Department

REF: Account P72220

REF: Ameritas Life Insurance Corp.





Schedule A





71









 









	 	 	With a copy to:






	 	 	 	Andy White

Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505






	(5)	 	Electronic Delivery: awhite@summitinvestments.com






	(6)	 	Tax ID No. 47-0098400 (Ameritas Life)






	 	 	 	 13-6022143 (CUDD & CO.)





Schedule A





72









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Acacia Life Insurance Company
	 	Series A     	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$	2,000,000	 	 	 	 	 	 	 	 	 







Register Notes in name of: CUDD & CO.





	(1)	 	Payment shall be made by bank wire transfer of immediately available federal funds to:






	 	 	 	JPMorgan Chase Bank

ABA #021-000-021

DDA Clearing Account: 9009002859

Further Credit — Custody Fund P72216 (Acacia Life Insurance Company)

Reference: CUSIP; Issue name and source/application of funds






	(2)	 	All notices of payment and written confirmations of such wire transfers should be sent to:






	 	 	 	Acacia Life Insurance Company

Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505

Fax #: (402) 467-6970







	(3)	 	Send notices and communications to:






	 	 	 	Acacia Life Insurance Company

c/o Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505

Fax #: (402) 467-6790







	(4)	 	The original note delivered by registered mail to:






	 	 	 	JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

ATTN: Physical Receive Department

REF: Account P72216

REF: Acacia Life Insurance Company





Schedule A





73









 









	 	 	With a copy to:






	 	 	 	Andy White

Summit Investment Partners

390 North Cotner Blvd.

Lincoln, NE 68505






	(5)	 	Electronic Delivery: awhite@summitinvestments.com






	(6)	 	Tax ID No. 53-0022880 (Acacia Life)






	 	 	 	 13-6022143 (CUDD & CO.)





Schedule A





74









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	American United Life Insurance Company
	 	Series A     	 	Series B	 	Series C
	 
	 	 	 	 	 	$	3,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$	3,000,000	 	 	 	 	 	 	 	 	 







	 	 	 	 	 

	(1)	 	All payments by wire transfer of immediately available funds to:
	 
	 	 	 	 
	 

	 	Bank Name:
	 	 Bank of New York
	 

	 	ABA Routing #:
	 	 021000018
	 

	 	Credit A/C:
	 	 GLA111566
	 

	 	Account No.:
	 	 186683
	 

	 	Account Name:
	 	  American United Life Insurance Co.
	 

	 	Ref:
	 	 (Insert CUSIP/PPN and credit name here)







	 	 	Payments should contain sufficient information to identify the breakdown of
principal and interest and should identify the full description of the bond
and the payment date.
	 
	(2)	 	All notices of payments and written confirmations of such wire transfers:
	 
	 	 	American United Life Insurance Company

ATTN: Mike Bullock, Securities Department

One American Square

Post Office Box 368

Indianapolis, IN 46206
	 
	(3)	 	All other communications:
	 
	 	 	American United Life Insurance Company

ATTN: Mike Bullock, Securities Department

One American Square

Post Office Box 368

Indianapolis, IN 46206
	 
	(4)	 	Address for delivery of original Notes:
	 
	 	 	Bank of New York

One Wall Street, 3rd Floor

New York, NY 10286

American United Life, #186683

Attn: Anthony Saviano/ Window A

Cc: Michele Morris/NYC Physical Desk on all correspondence





Schedule A





75









 









	(5)	 	Electronic Delivery: mike.bullock@oneamerica.com
	 
	(6)	 	Tax ID No.: 35-0145825





Schedule A





76









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	The State Life Insurance Company
	 	Series A	 	Series B	 	Series C
	 
	 	 	 	 	 	 	$2,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	$1,500,000	 	 	 	 	 	 	 	 	 







	 	 	 	 	 

	(1)	 	All payments by wire transfer of immediately available funds to:
	 
	 	 	 	 
	 

	 	Bank Name:
	 	  Bank of New York
	 

	 	ABA Routing #:
	 	 021000018
	 

	 	Credit A/C:
	 	 GLA111566
	 

	 	Account No.:
	 	  343761
	 

	 	Account Name:
	 	 The State Life Insurance Co.
	 

	 	Ref:
	 	  (Insert CUSIP/PPN and credit name here)







	 	 	Payments should contain sufficient information to identify the breakdown of
principal and interest and should identify the full description of the bond
and the payment date.
	 
	(2)	 	All notices of payments and written confirmations of such wire transfers:
	 
	 	 	American United Life Insurance Company

ATTN: Mike Bullock, Securities Department

One American Square

Post Office Box 368

Indianapolis, IN 46206
	 
	(3)	 	All other communications:
	 
	 	 	American United Life Insurance Company

ATTN: Mike Bullock, Securities Department

One American Square

Post Office Box 368

Indianapolis, IN 46206
	 
	(4)	 	Address for delivery of original Notes:
	 
	 	 	Bank of New York

One Wall Street, 3rd Floor

New York, NY 10286

The State Life Insurance Co. c/o American United Life, #343761

Attn: Anthony Saviano/ Window A

Cc: Michele Morris/NYC Physical Desk on all correspondence





Schedule A





77









 









	(5)	 	Electronic Delivery: mike.bullock@oneamerica.com
	 
	(6)	 	Tax ID No.: 35-0684263





Schedule A






78









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Pioneer Mutual Life Insurance Company
	 	 Series A      	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	$	500,000	 	 	 	 	 	 	 	 	 







	 	 	 	 	 

	(1)	 	All payments by wire transfer of immediately available funds to:
	 
	 	 	 	 
	 

	 	Bank Name:
	 	 Bank of New York
	 

	 	ABA Routing #:
	 	 021000018
	 

	 	Credit A/C:
	 	  GLA111566
	 

	 	Account No.:
	 	  186709
	 

	 	Account Name:
	 	  Pioneer Mutual Life Insurance Co.
	 

	 	Ref:
	 	 (Insert CUSIP/PPN and credit name here)







	 	 	Payments should contain sufficient information to identify the breakdown of
principal and interest and should identify the full description of the bond
and the payment date.
	 
	(2)	 	All notices of payments and written confirmations of such wire transfers:
	 
	 	 	American United Life Insurance Company

ATTN: Mike Bullock, Securities Department

One American Square

Post Office Box 368

Indianapolis, IN 46206
	 
	(3)	 	All other communications:
	 
	 	 	American United Life Insurance Company

ATTN: Mike Bullock, Securities Department

One American Square

Post Office Box 368

Indianapolis, IN 46206
	 
	(4)	 	Address for delivery of original Notes:
	 
	 	 	Bank of New York

One Wall Street, 3rd Floor

New York, NY 10286

Pioneer Mutual Life Insurance Co. c/o American United Life, #186709

Attn: Anthony Saviano/ Window A

Cc: Michele Morris/NYC Physical Desk on all correspondence





Schedule A





79









 









	(5)	 	Electronic Delivery: mike.bullock@oneamerica.com
	 
	(6)	 	Tax ID No.: 45-0220640





Schedule A





80









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased	 
	Southern Farm Bureau Life Insurance Company
	 	 Series A     	 	Series B	 	Series C
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series D	 	Series E	 	Series F
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Series G	 	Series H	 	Series I
	 
	 	 	$7,000,000	 	 	 	 	 	 	 	 	 






(1) All notices of scheduled payments and written confirmations of such wire transfers should
be sent to the address above. All payments of federal wire transfer of immediately available funds
should identify the security by its name or PPN and include the principal and interest breakdown.
(If the wire is not a principal and/or interest payment, indicate the type of payment.) The wire
should be sent in the format as follows:




	 	 	 	 	 

	 	State Street Bank and Trust Company
	 

	Boston, MA 02101	 	 
	 

	ABA #011000028	 	 
	 

	For further credit to:
	 	Southern Farm Bureau Life Insurance Company,
	 

	 	 	 	DDA #59848127
	 

	 	 	 	Account #EQ83







	(2)	 	All notices of payment on or in respect to the security should be sent to:






	 	 	Southern Farm Bureau Life Insurance Company

1401 Livingston Lane

Jackson, MS 39213

Attn: Investment Department






	(3)	 	All other communications, including Waivers, Amendments, Consents and financial information
should be sent to:






	 	 	Investment Department

Southern Farm Bureau Life Insurance Company

P. O. Box 78

Jackson, MS 39205

Attn: Investment Department

or by overnight delivery to:

1401 Livingston Lane

Jackson, MS 39213





Schedule A





81









 









	(4)	 	The original note delivered to:
	 
	 	 	Investment Department

Southern Farm Bureau Life Insurance Company

1401 Livingston Lane

Jackson, MS 39213

Attention: David Divine
	 
	(5)	 	Electronic Delivery: ddivine@sfbli.com
	 
	(6)	 	Tax ID No.: 64-0283583





Schedule A





82









 








INFORMATION RELATING TO PURCHASERS




	 	 	 	 	 	 	 
	Name of Purchaser	 	Principal Amount of Notes to be Purchased
	Modern Woodmen of America

	 	 Series A 
	 	Series B
	 	Series C
	 
	 	 	 	 	 	 
	 

	 	Series D
	 	Series E
	 	Series F
	 
	 	 	 	 	 	 
	 

	 	Series G
$5,000,000
	 	Series H
	 	Series I







	(1)	 	All payments on account of Notes held by such purchaser shall be made by wire transfer
of immediately available funds for credit to:
	 
	 	 	The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

ABA No. 071-000-152

Account Name: Modern Woodmen of America

Account No. 84352
	 
	 	 	Each such wire transfer shall set forth the name of the Company, the full title (including
the applicable coupon rate and final maturity date) of the Notes, a reference to PPN No.
88643@ AG1 and the due date and application (as among principal, premium and interest) of the
payment being made.
	 
	(2)	 	All notices of payment on or in respect to the security should be sent to:
	 
	 	 	Modern Woodmen of America

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201

Fax: (309) 793-5688

	 
	(3)	 	Send notices and communications to:
	 
	 	 	Modern Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201

Fax: (309) 793-5574





Schedule A





83









 









	(4)	 	The original note delivered to:
	 
	 	 	Modern Woodmen of America

1701 First Avenue

Rock Island, IL 61201

Attention: Aaron Birkland
	 
	(5)	 	Electronic Delivery: investments@modern-woodmen.org
	 
	(6)	 	Tax ID No.: 36-1493430





Schedule A



84











 





SCHEDULE B




DEFINED TERMS




          As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:




          “2003 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of July 1,
2003, between the Company, certain Subsidiaries and the purchasers listed on Schedule A thereto, as
in effect on the date hereof.




          “Affiliate” means, at any time, and with respect to any Person, any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is
under common Control with, such first Person. As used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a
reference to an Affiliate of an Obligor.




          “Anti-Money Laundering Laws” is defined in Section 5.16(c).




          “Anti-Terrorism Order” means Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)).




          “Blocked Person” is defined in Section 5.16(a).




          “Business Day” means (a) for the purposes of Section 8.7 only, any day other than a Saturday,
a Sunday or a day on which commercial banks in New York City are required or authorized to be
closed, and (b) for the purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois, New York City, Houston,
Texas or New Orleans, Louisiana are required or authorized to be closed.




          “Capital Lease” means, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.




          “Change of Control” means an event or series of events by which:





     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries,
and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the equity
securities of the Company entitled to vote for members of the board of directors or
equivalent governing body of the Company on a fully-diluted basis;



Schedule B



 









 






     (b) during any period of 12 consecutive months, a majority of the members of the board
of directors or other equivalent governing body of the Company cease to be composed of
individuals (i) who were members of that board or equivalent governing body on the first day
of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing body or
(iii) whose election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent governing
body; or




     (c) any Person or two or more Persons acting in concert shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement that, upon consummation
thereof, will result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of the Company , or
control over the equity securities of the Company entitled to vote for members of the board
of directors or equivalent governing body of the Company on a fully-diluted basis (and
taking into account all such securities that such Person or group has the right to acquire
pursuant to any option right) representing more than 50% of the combined voting power of
such securities.



          “Closing” is defined in Section 3.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time.




          “Company” means Tidewater Inc., a Delaware corporation.




          “Confidential Information” is defined in Section 20.




          “Consolidated Debt” means, as of any date, outstanding Indebtedness of the Company and its
Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.




          “Consolidated Net Worth” means, as of any date, the consolidated stockholders’ equity of the
Company and its Subsidiaries as of such date, determined in accordance with GAAP.




          “Consolidated Total Assets” means, as of any date, the assets and properties of the Company
and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.




          “Consolidated Total Capitalization” means, as of any date, the sum of Consolidated Debt and
Consolidated Net Worth as of such date.




Schedule B





2









 








          “Control Event” means:





          (a) the execution by the Company or any of its Subsidiaries or Affiliates of any
written agreement with respect to any proposed transaction or event or series of
transactions or events that, individually or in the aggregate, may reasonably be expected to
result in a Change of Control, or




          (b) the execution of any written agreement that, when fully performed by the parties
thereto, would result in a Change of Control.



          “Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of July 24,
2009 among the Company, the Domestic Subsidiaries of the Company named therein, Bank of America,
N.A., as administrative agent, swing line lender and L/C issuer, JPMorgan Chase Bank, N.A. and
Wells Fargo Bank, N.A., as co-syndication agents, BBVA Compass and DNB Nor Bank ASA, as
co-documentation agents, JPMorgan Chase Bank, N.A. Wells Fargo Securities, LLC and Banc of America
Securities LLC, as co-lead arrangers, Banc of America Securities LLC, as sole book manager, and the
other lenders party thereto, as such agreement may be hereafter amended, modified, restated,
supplemented, replaced, refinanced, increased or reduced from time to time, and any successor
credit agreement or similar facility.




          “Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.




          “Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the
rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate
of interest publicly announced by Wells Fargo Bank, National Association as its “base” or “prime”
rate.




          “Disposition” is defined in Section 10.6.




          “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political
subdivision of the United States.




          “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in effect.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414 of the Code.





Schedule B




3









 








          “Event of Default” is defined in Section 11.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “First Closing” is defined in Section 3.




          “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America.




          “Governmental Authority” means





          (a) the government of




          (i) the United States of America or any state or other political subdivision
thereof, or




          (ii) any jurisdiction in which the Company or any Subsidiary conducts all or
any part of its business, or which asserts jurisdiction over any properties of the
Company or any Subsidiary, or




          (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



          “Guaranty” means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including obligations incurred through an
agreement, contingent or otherwise, by such Person:





          (a) to purchase such indebtedness or obligation or any property constituting security
therefor;




          (b) to advance or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such indebtedness or obligation;




          (c) to lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such indebtedness or obligation of the ability of any other Person
to make payment of the indebtedness or obligation; or




          (d) otherwise to assure the owner of such indebtedness or obligation against loss in
respect thereof.


In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the
indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be
direct obligations of such obligor.





Schedule B




4









 








          “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other
substances that might pose a hazard to health or safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of
which is or shall be, prohibited or penalized by any applicable law (including, asbestos, urea
formaldehyde foam insulation and polycholorinated biphenyls).




          “holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1.




          “Indebtedness” with respect to any Person means, at any time, without duplication,





          (a) its liabilities for borrowed money and its redemption obligations in respect of
mandatorily redeemable preferred stock;




          (b) its liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or other title retention agreement
with respect to any such property);




          (c) all liabilities appearing on its balance sheet in accordance with GAAP in respect
of Capital Leases;




          (d) all liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable for such
liabilities); and




          (e) any Guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (d) hereof.


Indebtedness shall be calculated for all purposes of this Agreement at its stated principal amount,
without regard to the effect of utilizing FASB No. 159 (Fair Value Option for Financial Assets and
Financial Liabilities) or International Accounting Standard 39.




          “INHAM Exemption” is defined in Section 6.2(e).




          “Institutional Investor” means (a) any original purchaser of a Note and (b) any bank, trust
company, savings and loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.




          “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar arrangements).




Schedule B





5









 








          “Make-Whole Amount” is defined in Section 8.7.




          “Material” means material in relation to the business, operations, affairs, financial
condition, assets or properties of the Company and its Subsidiaries taken as a whole.




          “Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, (b) the ability of any Obligor to perform its obligations under this Agreement and the
Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under the Subsidiary
Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or the Subsidiary
Guaranty.




          “Memorandum” is defined in Section 5.3.




          “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).




          “NAIC Annual Statement” is defined in Section 6.2.




          “Notes” is defined in Section 1.




          “Obligor” means each of the Company and its Wholly Owned Domestic Subsidiaries, Cajun
Acquisitions, L.L.C., Gulf Fleet Supply Vessels, L.L.C., Hilliard Oil & Gas, Inc., Jackson Marine,
L.L.C., Java Boat Corporation, Point Marine, L.L.C., Quality Shipyards, L.L.C., S.O.P., Inc.,
Seafarer Boat, L.L.C., T. Benetee, L.L.C., Tidewater Offshore (GP-1984), Inc., Tidewater Marine,
L.L.C., Tidewater Marine Alaska, Inc., Tidewater Marine Sakhalin, L.L.C., Tidewater Marine Service,
L.L.C., Tidewater Marine Western, Inc., Tidewater Mexico Holding, L.L.C., TT Boat Corporation,
Twenty Grand (Brazil), L.L.C., Twenty Grand Marine Service, L.L.C., Twenty Grand Offshore, L.L.C.,
Zapata Gulf Marine, L.L.C. and Zapata Gulf Pacific, L.L.C.




          “OFAC” is defined in Section 5.16(a).




          “OFAC Listed Persons” is defined in Section 5.16(a).




          “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.




          “Other Purchasers” is defined in Section 2.




          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.




          “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or political subdivision
thereof.





Schedule B




6









 








          “Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
within the preceding five years, has been established or maintained, or to which contributions are
or, within the preceding five years, have been made or required to be made, by the Company or any
ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.




          “Priority Debt” means, as of any date, the sum (without duplication) of (a) Indebtedness of
the Obligors and any other Subsidiaries secured by Liens not otherwise permitted by Sections
10.4(a) through (p), and (b) Indebtedness of a Subsidiary that is not an Obligor not otherwise
permitted by Sections 10.3(a) through (d).




          “property” or “properties” means, unless otherwise specifically limited, real or personal
property of any kind, tangible or intangible, choate or inchoate.




          “Proposed Prepayment Date” is defined in Section 8.3(c).




          “Purchaser” means each purchaser listed in Schedule A.




          “QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United
States Department of Labor.




          “Required Holders” means, at any time, the holders of at least 51% in principal amount of the
Notes at the time outstanding (exclusive of Notes then owned by an Obligor or any of its
Affiliates).




          “Responsible Officer” means any Senior Financial Officer and any other officer of the Company
with responsibility for the administration of the relevant portion of this agreement.




          “Second Closing” is defined in Section 3.




          “Securities Act” means the Securities Act of 1933, as amended from time to time.




          “Senior Financial Officer” means the chief financial officer or principal accounting officer
of the Company.




          “Series A Notes” is defined in Section 1.




          “Series B Notes” is defined in Section 1.




          “Series C Notes” is defined in Section 1.




          “Series D Notes” is defined in Section 1.




          “Series E Notes” is defined in Section 1.




          “Series F Notes” is defined in Section 1.





Schedule B




7









 








          “Series G Notes” is defined in Section 1.




          “Series H Notes” is defined in Section 1.




          “Series I Notes” is defined in Section 1.




          “Significant Subsidiary” means, as of the date of determination, any Subsidiary Guarantor and
any other Subsidiary that would at such time constitute a “significant subsidiary” (as such term is
defined in Regulation S-X of the Securities and Exchange Commission as in effect on the date of the
First Closing) of the Company.




          “Source” is defined in Section 6.2.




          “Subsidiary” means, as to any Person, any corporation, association or other business entity in
which such Person or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership, joint venture or limited
liability company if more than a 50% interest in the profits or capital thereof is owned by such
Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries
(unless such partnership or limited liability company can and does ordinarily take major business
actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the
context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary
of the Company.




          “Subsidiary Guarantor” is defined in Section 1.




          “Subsidiary Guaranty” is defined in Section 1.




          “this Agreement” or “the Agreement” is defined in Section 17.3.




          “USA Patriot Act” means Public Law 107-56 of the United States of America, United and
Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT)
Act of 2001.




          “Wholly Owned Domestic Subsidiary” means, at any time, any Domestic Subsidiary 100% of all of
the equity interests (except directors’ qualifying shares) and voting interests of which are owned
by any one or more of the Company and the Company’s other Wholly Owned Domestic Subsidiaries at
such time.




          “Wholly Owned Subsidiary” means, at any time, any Subsidiary 100% of all of the equity
interests (except directors’ qualifying shares) and voting interests of which are owned by any one
or more of the Company and the Company’s other Wholly Owned Subsidiaries at such time.




Schedule B




8









 








SCHEDULE 4.9




CHANGES IN CORPORATE STRUCTURE




None.




Schedule 4.9




 









 








SCHEDULE 5.3




DISCLOSURE MATERIALS




None.




Schedule 5.3




 









 








SCHEDULE 5.4




SUBSIDIARIES AND OWNERSHIP OF SUBSIDIARY STOCK




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	1.

	 	*Tidewater Marine Alaska, Inc.
	 	Alaska
	 	 	100	%	 	Jackson Marine, L.L.C.
	2.

	 	Pacific Tidewater Pty. Ltd.
	 	Australia
	 	 	100	%	 	Tidewater Inc. — 50%

Twenty Grand Marine 

Service, L.L.C. — 50%
	3.

	 	Tidewater Australia Pty. Ltd
	 	Australia
	 	100% of Ordinary

Class A Shares


79% of Redeemable

Preference A Shares

	 	Tidewater Marine 
Australia
Pty Ltd
	4.

	 	Tidewater Marine Australia Pty. Ltd
	 	Australia
	 	 	100	%	 	Pacific Tidewater Pty. Ltd.
	5.

	 	Tidewater Marine West Indies Limited
	 	Bahama Islands
	 	 	99.95	%	 	Tidewater Inc.
	6.

	 	Tidewater Foreign Sales Corporation
	 	Barbados
	 	 	100	%	 	Tidewater Inc.
	7.

	 	Tidewater Investment SRL
	 	Barbados
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	8.

	 	Pental Insurance Co. Ltd.
	 	Bermuda
	 	 	100	%	 	Tidewater Inc. — 57.14%


Tidewater Marine 

International, Inc. -

42.86%
	9.

	 	Mare Alta do Brasil Navegacao Ltda.
	 	Brazil
	 	 	100	%	 	Twenty Grand Offshore, 

L.L.C. — 99.99999%


Twenty Grand (Brazil), 

L.L.C — 0.00001%
	10.

	 	OSA do Brasil Representações Ltda
	 	Brazil
	 	 	100	%	 	Jackson Marine, L.L.C. —
85.06%


Fairway Personnel Services 

Limited -14.94%





Schedule 5.4




 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	11.

	 	Pan Marine do Brasil Ltda.
	 	Brazil
	 	 	100	%	 	Tidewater Marine, L.L.C.
	12.

	 	Terra Nave Servicios Maritimos Ltda.
	 	Brazil
	 	 	100	%	 	Gulf Fleet Middle East 

Limited — 99%

VTG Ships Limited — 1%
	13.

	 	Mashhor Marine Sdn. Bhd.
	 	Brunei
	 	 	70	%	 	Jackson Marine, L.L.C.
	14.

	 	Aqua Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	15.

	 	Blue Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	16.

	 	Crimson Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	17.

	 	Gold Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	18.

	 	Green Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	19.

	 	Gulf Fleet Middle East Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	20.

	 	International Maritime Services, Inc.
	 	Cayman Islands
	 	 	100	%	 	Global Panama Marine 

Service, Inc.
	21.

	 	Jackson Marine Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	22.

	 	Orange Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	23.

	 	Pan Marine International, Inc.
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	24.

	 	Platinum Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	25.

	 	Purple Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.





Schedule 5.4



2









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	26.

	 	Silver Fleet Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	27.

	 	Tidewater Assets Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	28.

	 	Tidewater Boats Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	29.

	 	Tidewater Crewing Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Inc.
	30.

	 	Tidewater Hulls Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	31.

	 	Tidewater Marine International, Inc.
	 	Cayman Islands
	 	 	100	%	 	Tidewater Inc.
	32.

	 	Tidewater Maritime Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	33.

	 	Tidewater Properties Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	34.

	 	Tidewater Ships Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	35.

	 	Tidewater Vessels Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Inc.
	36.

	 	VTG Ships Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	37.

	 	Zapata Gulf Marine International
Limited
	 	Cayman Islands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	38.

	 	Compania Marítima de Magallanes
Limitada
	 	Chile
	 	 	100	%	 	Tidewater Inc. — 51%


Zapata Gulf Marine, L.L.C.

— 49%
	39.

	 	PT Nigeria LTD
	 	Cyprus
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	40.

	 	Vesselogistics Limited
	 	Cyprus
	 	 	100	%	 	Global Panama Marine 

Service, Inc.
	41.

	 	*Cajun Acquisitions, LLC
	 	Delaware
	 	 	100	%	 	Quality Shipyards, L.L.C.
	42.

	 	*Tidewater Mexico Holding, L.L.C.
	 	Delaware
	 	 	100	%	 	Tidewater Marine, L.L.C.





Schedule 5.4



3









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	43.

	 	*Tidewater Offshore (GP-1984), Inc.
	 	Delaware
	 	 	100	%	 	Tidewater Inc.
	44.

	 	Fairway Personnel Services Limited
	 	England
	 	 	100	%	 	Tidewater Marine North Sea

Limited
	45.

	 	Tidewater Marine North Sea Limited
	 	England
	 	 	100	%	 	Zapata Gulf Marine, 
L.L.C.
	46.

	 	Tidewater (India) Private Limited
	 	India
	 	 	100	%	 	Jackson Marine, L.L.C. —

99.99%


Zapata Gulf Marine, 
L.L.C.
- 0.01%
	47.

	 	PT Tidewater Operators Indonesia
	 	Indonesia
	 	 	95	%	 	Tidewater Marine 

International, Inc. — 94%


Pan Marine International -

Inc. 1%
	48.

	 	Tidewater Marine Kazakhstan, L.L.P.
	 	Kazakhstan
	 	 	100	%	 	Java Boat Corporation
	49.

	 	VTG Supply Boat Liberia Inc.
	 	Liberia
	 	 	100	%	 	Tidewater Marine North 
Sea
Limited
	50.

	 	*Gulf Fleet Supply Vessels, L.L.C.
	 	Louisiana
	 	 	100	%	 	Zapata Gulf Marine,
 L.L.C.
	51.

	 	*Jackson Marine, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	52.

	 	*Java Boat Corporation
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	53.

	 	*Point Marine, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	54.

	 	*Quality Shipyards, L.L.C.
	 	Louisiana
	 	 	100	%	 	Zapata Gulf Marine, 
L.L.C.
	55.

	 	*S.O.P., Inc.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	56.

	 	*Seafarer Boat, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	57.

	 	*T. Benetee L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	58.

	 	*Tidewater Marine Sakhalin, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Marine Service, 

L.L.C.
	59.

	 	*Tidewater Marine Service, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	60.

	 	*Tidewater Marine, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.





Schedule 5.4




4









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	61.

	 	*TT Boat Corporation
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	62.

	 	*Twenty Grand (Brazil), L.L.C
	 	Louisiana
	 	 	100	%	 	Twenty Grand Offshore, 

L.L.C.
	63.

	 	*Twenty Grand Marine Service, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	64.

	 	*Twenty Grand Offshore, L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	65.

	 	*Zapata Gulf Marine L.L.C.
	 	Louisiana
	 	 	100	%	 	Tidewater Inc.
	66.

	 	*Zapata Gulf Pacific, L.L.C.
	 	Louisiana
	 	 	100	%	 	Gulf Fleet Supply Vessels, 

L.L.C.
	67.

	 	Solo Support Services Sdn. Bhd.
	 	Malaysia
	 	 	100	%	 	Tidewater Inc.
	68.

	 	Tidewater Marine Service (M) Sdn. Bhd.
	 	Malaysia
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	69.

	 	Vista Merge Sdn Bhd.
	 	Malaysia
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	70.

	 	Arrendadora de Naves del Golfo, S.A.
de C.V., SOFOM, ENR.
	 	Mexico
	 	 	100	%	 	Gulf Fleet Middle East 

Limited — 1%


VTG Ships Limited — 99%
	71.

	 	Logistica Mexicana del Caribe, S. de
R.L. de C.V.
	 	Mexico
	 	 	100	%	 	Tidewater Marine 

International, Inc. — 50%


Pan Marine International, 

Inc. — 50%
	72.

	 	Servicios Costa Afuera de Mexico, S.
de R.L. de C.V
	 	Mexico
	 	 	100	%	 	Gulf Fleet Middle East 

Limited — 50%


Jackson Marine Limited —

50%
	73.

	 	Tidewater de Mexico, S.A. de C.V.
	 	Mexico
	 	0% of Class A 
Shares


100% of Class B

Shares


100% of Class N

Shares
	 	Tidewater Marine, L.L.C.





Schedule 5.4



5









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	74.

	 	Java Boat Corporation B.V.
	 	Netherlands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	75.

	 	Phoenix Tide Offshore Nigeria B.V.
	 	Netherlands
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	76.

	 	Gulf Fleet N.V.
	 	Netherlands Antilles
	 	 	100	%	 	Gulf Fleet Supply Vessels, 

L.L.C.
	77.

	 	*Hilliard Oil & Gas, Inc.
	 	Nevada
	 	 	100	%	 	Tidewater Inc.
	78.

	 	O.I.L. (Nigeria) Limited
	 	Nigeria
	 	 	82.08	%	 	Tidewater Marine North 
Sea
Limited
	79.

	 	Tidex Nigeria Limited
	 	Nigeria
	 	 	60	%	 	Tidewater Marine, L.L.C.
	80.

	 	Zapata Marine Service (Nigeria) Limited
	 	Nigeria
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	81.

	 	Global Panama Marine Service, Inc.
	 	Panama
	 	 	100	%	 	Java Boat Corporation
	82.

	 	Sakhalin Holding, L.L.C.
	 	Russia
	 	 	100	%	 	Tidewater Marine Service, 

L.L.C. — 99.70%

Tidewater Marine 
Sakhalin,
L.L.C. -0.30%
	83.

	 	Sakhalin Offshore Marine, L.L.C.
	 	Russia
	 	 	100	%	 	Sakhalin Holding, L.L.C.
	84.

	 	Southern Ocean Services Pte. Ltd.
	 	Singapore
	 	 	100	%	 	Tidewater Marine 

International, Inc.
	85.

	 	Tidewater Marine International Pte.
Ltd.
	 	Singapore
	 	 	100	%	 	Gulf Fleet Supply Vessels, 

L.L.C.
	86.

	 	*Tidewater Marine Western, Inc.
	 	Texas
	 	 	100	%	 	Tidewater Marine, L.L.C.
	87.

	 	Servicios Maritimos Ves, S. de R.L. de
C.V.
	 	Mexico
	 	 	100	%	 	Tidewater Inc. — 99%


Tidewater Marine, L.L.C.

— 1%





Schedule 5.4




6









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	88.

	 	Servicios Maritimos del Carmen, S.A.
de C.V.
	 	Mexico
	 	 	100	%	 	Servicios Maritimos Ves, 

S. de R.L. de C.V. —

98.34% of Class A Shares


Servicios y 

Representaciones 

Maritimas  Mexicanas, S.A. 

de C.V. — 1.66% of Class 

A Shares 


Gulf Fleet Supply Vessels, 

L.L.C. — 100% of Class B 

Shares
	89.

	 	Servicios y Representaciones Maritimas
Mexicanas, S.A. de C.V.
	 	Mexico
	 	 	100	%	 	Gulf Fleet Supply Vessels, 

L.L.C. — 97.96% of Class 

B Shares 


Servicios Maritimos Ves, 

S. de R.L. de C.V. — 100%

of Class A Shares 


Tidewater Marine, L.L.C.

— 2.04% of Class B Shares
	90.

	 	Zapata Servicos Maritimos Ltda.
	 	Brazil
	 	 	100	%	 	Zapata Gulf Marine, 
L.L.C.
— 96.84%


Gulf Fleet Supply Vessels, 

L.L.C. — 3.16%


	91.

	 	Provident Marine Ltd.
	 	Turks & Caicos
	 	 	50	%	 	Tidewater Inc.
	92.

	 	Offshore Pacific Pty. Ltd.
	 	Vanuatu
	 	 	100	%	 	Tidewater Marine 
Australia
Pty. Ltd.





Schedule 5.4



7









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATE OR	 	PERCENTAGE	 	 
	 	 	 	 	JURISDICTION OF	 	OF INTEREST	 	 
	NAME	 	INCORPORATION	 	OWNED	 	OWNING ENTITY
	93.

	 	Tidewater Marine Indonesia Limited
	 	Vanuatu
	 	 	80	%	 	Zapata Gulf Marine

International Limited
	94.

	 	Tidewater Marine Technical Services
(Shenzhen) Co., Ltd.
	 	China
	 	 	100	%	 	Tidewater Investment SRL
	95.

	 	Tidewater Marine Vanuatu Limited
	 	Vanuatu
	 	 	100	%	 	Zapata Gulf Marine

International Limited
	96.

	 	Equipo Mara, C.A.
	 	Venezuela
	 	 	100	%	 	Tidewater Caribe, C.A. —

19.90%


	97.

	 	Tidewater Caribe, C.A.
	 	Venezuela
	 	 	100	%	 	Tidewater Investment SRL








 




			
	*	 	Entities marked in bold are Obligors.




Schedule 5.4




8











 





SCHEDULE 5.5




FINANCIAL STATEMENTS



Financial Statements as set forth in (i) Form 10-K for the year ended March 31, 2010 and filed with
the Securities and Exchange Commission (the “SEC”) on May 20, 2010 and (ii) Form 10-Q for the
quarter ended June 30, 2010 and filed with the SEC on August 5, 2010.




Schedule 5.5




 









 








SCHEDULE 5.8




CERTAIN LITIGATION




None.




Schedule 5.8




 









 








SCHEDULE 5.11




LICENSES, PERMITS, ETC.




None.




Schedule 5.11




 









 





SCHEDULE 5.14




USE OF PROCEEDS




	 	 	 
	Use	 	Amount
	Refinance existing Indebtedness

	 	$125 million
	 
	 	 
	Fund capital expenditures and
general corporate purposes

	 	$300 million








 




			
	*	 	Based on balances outstanding as of September 9, 2010





Schedule 5.14




 









 





SCHEDULE 5.15




INDEBTEDNESS




	 	 	 	 	 	 	 	 	 
	 	 	Amount Outstanding as	 	Amount Outstanding as
	Facility	 	of June 30, 2010	 	of September 9, 2010
	Amended and Restated
Credit Agreement
dated as of July 24,
2009 among the
Company, its domestic
subsidiaries, as
Borrowers and Bank of
America, N.A. as
Administrative Agent.
	 	$	0	 	 	$	125,000,000	 
	 
	 	 	 	 	 	 	 	 
	Note Purchase
Agreement dated as of
July 1, 2003 among
the Company, certain
subsidiaries party
thereto and the
Purchasers party
thereto.
	 	$	300,000,000	 	 	$	275,000,000	 








 




			
	*	 	Excludes intercompany Indebtedness





Schedule 5.15




 









 





SCHEDULE 10.3




INDEBTEDNESS OF SUBSIDIARIES



None.




Schedule 10.3







 









 








SCHEDULE 10.4




LIENS; SALE-LEASEBACK ARRANGEMENTS




	 	 	 	 	 
	 	 	 	 	 
	Tidewater Entity	 	Lienholder	 	Nature of Lien and Applicable Vessel
	Tidewater Marine Services,
L.L.C.

	 	PNC Equipment Finance, LLC
	 	Synthetic Lease — Dalfrey Tide
	 
	 	 	 	 
	Point Marine L.L.C.

	 	Zions Credit Corporation
	 	Synthetic Lease — Bourgeois Tide
	 
	 	 	 	 
	Zapata Gulf Marine
Operators L.L.C.

	 	Regions Equipment Finance

Corporation
	 	Synthetic Lease — Broussard Tide
	 
	 	 	 	 
	Zapata Gulf Pacific, L.L.C.

	 	Regions Equipment Finance

Corporation
	 	Synthetic Lease — Solar Tide II
	 
	 	 	 	 
	Twenty Grand Marine
Service L.L.C.

	 	PNC Equipment Finance, LLC
	 	Synthetic Lease — Barthel Tide
	 
	 	 	 	 
	Tidewater Inc.

	 	Bank of America Leasing &
Capital, LLC
	 	Tax Lease — Brewster Tide
	 
	 	 	 	 
	Tidewater Inc.

	 	Bank of America Leasing &
Capital, LLC
	 	Tax Lease — Pat Taylor
	 
	 	 	 	 
	Tidewater Inc.

	 	RBS Asset Finance, Inc.
	 	Tax Lease — Pat Tillman
	 
	 	 	 	 
	Tidewater Inc.

	 	Mass Mutual Asset Finance
	 	Tax Lease — Delatte Tide
	 
	 	 	 	 
	Tidewater Inc.

	 	Bank of America Leasing &
Capital, LLC
	 	Tax Lease — Hebert Tide
	 
	 	 	 	 
	Jackson Marine, L.L.C.

	 	Regions Equipment Finance

Corporation
	 	Synthetic lease — Jonathan Rozier






Schedule 10.4






 









 








EXHIBIT 1(a)




[FORM OF SERIES A SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.




3.28% Senior Note, Series A

Due December 30, 2015




			
	No. AR-[__]
	 	[Date]
	$[_______]
	 	PPN 88643@ AA4





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to
[          ], or registered assigns, the principal sum of
$[          ] on December 30, 2015,
with interest (computed on the basis of a 360-day




Exhibit 1(a)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.28% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 5.28% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(a)




2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(a)





3









 





EXHIBIT 1(b)




[FORM OF SERIES B SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



3.90% Senior Note, Series B

Due December 30, 2017




			
	No. BR-[__]
	 	[Date]
	$[_______]
	 	PPN 88643@ AB2






          FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET
SUPPLY VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION,
POINT MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE,
L.L.C., TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA,
INC., TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE
WESTERN, INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL),
L.L.C., TWENTY GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE,
L.L.C., ZAPATA GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise
to pay to [          ], or registered assigns, the principal sum of
$[          ] on December
30, 2017, with interest (computed on the




Exhibit 1(b)




 









 







basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of
3.90% per annum from the date hereof, payable semiannually, on June 30 and December 30 in each
year, commencing on June 30, 2011, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Note Purchase Agreement referred to below), payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 5.90% or (ii) 2% over the rate of interest publicly announced by Wells
Fargo Bank, National Association from time to time in Chicago, Illinois as its “base” or “prime”
rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(b)




2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(b)





3









 





EXHIBIT 1(c)




[FORM OF SERIES C SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



3.95% Senior Note, Series C

Due December 30, 2017




			
	No. CR-[__]
	 	[Date]
	$[_______]
	 	PPN 88643@ AC0





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to
[          ], or registered assigns, the principal sum of
$[          ] on December 30, 2017,
with interest (computed on the basis of a 360-day




Exhibit 1(c)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 3.95% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 5.95% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(c)





2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(c)





3











 





EXHIBIT 1(d)




[FORM OF SERIES D SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



4.12% Senior Note, Series D

Due December 30, 2018



			
	No. DR-[__]
	 	[Date]              
      
	$[_______]
	 	PPN 88643@ AD8





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to [          ],
or registered assigns, the principal sum of $[          ] on December 30, 2018, with
interest (computed on the basis of a 360-day




Exhibit 1(d)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.12% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 6.12% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(d)




2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(d)









3









 








EXHIBIT 1(e)




[FORM OF SERIES E SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



4.17% Senior Note, Series E

Due December 30, 2018



			
	No. ER-[__]
	 	[Date]              
      
	$[_______]
	 	PPN 88643@ AE6





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to [          
], or registered assigns, the principal sum of $[          ] on December 30, 2018, with
interest (computed on the basis of a 360-day




Exhibit 1(e)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.17% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 6.17% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(e)





2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(e)





3









 








EXHIBIT 1(f)




[FORM OF SERIES F SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



4.33% Senior Note, Series F

Due December 30, 2019



			
	No. FR-[__]
	 	[Date]              
      
	$[_______]
	 	PPN 88643@ AF3





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to [          
], or registered assigns, the principal sum of $[          ] on December 30, 2019, with
interest (computed on the basis of a 360-day




Exhibit 1(f)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.33% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 6.33% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(f)





2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(f)






3









 








EXHIBIT 1(g)




[FORM OF SERIES G SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



4.51% Senior Note, Series G

Due December 30, 2020



	 	 	 

	No. GR-[__]

	 	[Date]
	$[_______]

	 	PPN 88643@ AG1





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to [          
], or registered assigns, the principal sum of $[          ] on December 30, 2020, with
interest (computed on the basis of a 360-day




Exhibit 1(g)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.51% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 6.51% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(g)





2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(g)





3









 








EXHIBIT 1(h)




[FORM OF SERIES H SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



4.56% Senior Note, Series H

Due December 30, 2020



	 	 	 

	No. HR-[__]

	 	[Date]
	$[_______]

	 	PPN 88643@ AH9






          FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET
SUPPLY VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION,
POINT MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE,
L.L.C., TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA,
INC., TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE
WESTERN, INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL),
L.L.C., TWENTY GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE,
L.L.C., ZAPATA GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise
to pay to [          ], or registered assigns, the principal sum of $[          ] on December
30, 2020, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on
the unpaid balance thereof at the rate of 4.56% per annum from the date hereof, payable
semiannually, on June 30 and December 30 in




Exhibit 1(h)




 









 







each year, commencing on June 30, 2011, until the principal hereof shall have become due and
payable, and (b) to the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 6.56% or (ii) 2% over the rate of interest publicly
announced by Wells Fargo Bank, National Association from time to time in Chicago, Illinois as its
“base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(h)





2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(h)





3









 








EXHIBIT 1(i)




[FORM OF SERIES I SENIOR NOTE]




TIDEWATER INC.

CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C.

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.



4.61% Senior Note, Series I

Due December 30, 2022



			
	No. IR-[__]
	 	[Date]              
      
	$[_______]
	 	PPN 88643@ AJ5





FOR VALUE RECEIVED, the undersigned, TIDEWATER INC., CAJUN ACQUISITIONS, L.L.C., GULF FLEET SUPPLY
VESSELS, L.L.C., HILLIARD OIL & GAS, INC., JACKSON MARINE, L.L.C., JAVA BOAT CORPORATION, POINT
MARINE, L.L.C., QUALITY SHIPYARDS, L.L.C., S.O.P., INC., SEAFARER BOAT, L.L.C., T. BENETEE, L.L.C.,
TIDEWATER OFFSHORE (GP-1984), INC., TIDEWATER MARINE, L.L.C., TIDEWATER MARINE ALASKA, INC.,
TIDEWATER MARINE SAKHALIN, L.L.C., TIDEWATER MARINE SERVICE, L.L.C., TIDEWATER MARINE WESTERN,
INC., TIDEWATER MEXICO HOLDING, L.L.C., TT BOAT CORPORATION, TWENTY GRAND (BRAZIL), L.L.C., TWENTY
GRAND MARINE SERVICE, L.L.C., TWENTY GRAND OFFSHORE, L.L.C., ZAPATA GULF MARINE, L.L.C., ZAPATA
GULF PACIFIC, L.L.C. (herein called the “Obligors”), jointly and severally, promise to pay to [          
], or registered assigns, the principal sum of $[          ] on December 30, 2022 with
interest (computed on the basis of a 360-day




Exhibit 1(i)




 









 







year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 4.61% per annum from
the date hereof, payable semiannually, on June 30 and December 30 in each year, commencing on June
30, 2011, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the
Note Purchase Agreement referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 6.61% or (ii) 2% over the rate of interest publicly announced by Wells Fargo Bank,
National Association from time to time in Chicago, Illinois as its “base” or “prime” rate.




          Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of Wells Fargo
Bank, National Association in Chicago, Illinois or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.




          This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a
Note Purchase Agreement dated as of September 9, 2010 (as from time to time amended, the “Note
Purchase Agreement”), between the Obligors and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.




          This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Obligors may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Obligors will not be affected by any notice to the
contrary.




          This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement but not otherwise.




          If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the manner, at
the price (including any applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreement.




          If a Subsidiary Guaranty is in effect pursuant to the terms of the Note Purchase Agreement,
payments of principal, interest and Make-Whole Amount, if any, on this Note and all other amounts
due under the Note Purchase Agreement will be guaranteed by the Subsidiary Guarantors pursuant to
the terms of a Subsidiary Guaranty.




Exhibit 1(i)





2









 








          This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.




	 	 	 	 	 
	 	TIDEWATER INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAJUN ACQUISITIONS, L.L.C.

GULF FLEET SUPPLY VESSELS, L.L.C.

HILLIARD OIL & GAS, INC.

JACKSON MARINE, L.L.C.

JAVA BOAT CORPORATION

POINT MARINE, L.L.C.

QUALITY SHIPYARDS, L.L.C.

S.O.P., INC.

SEAFARER BOAT, L.L.C.

T. BENETEE, L.L.C.

TIDEWATER OFFSHORE (GP-1984), INC.

TIDEWATER MARINE, L.L.C.

TIDEWATER MARINE ALASKA, INC.

TIDEWATER MARINE SAKHALIN, L.L.C

TIDEWATER MARINE SERVICE, L.L.C.

TIDEWATER MARINE WESTERN, INC.

TIDEWATER MEXICO HOLDING, L.L.C.

TT BOAT CORPORATION

TWENTY GRAND (BRAZIL), L.L.C.

TWENTY GRAND MARINE SERVICE, L.L.C.

TWENTY GRAND OFFSHORE, L.L.C.

ZAPATA GULF MARINE, L.L.C.

ZAPATA GULF PACIFIC, L.L.C.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(i)





3












 





EXHIBIT 1(j)




[FORM OF SUBSIDIARY GUARANTY]




          THIS GUARANTY (this “Guaranty”) dated as of [                ], 2010 is made by the undersigned
(each, a “Guarantor”), in favor of the holders from time to time of the Notes hereinafter referred
to, including each purchaser named in the Note Purchase Agreement hereinafter referred to, and
their respective successors and assigns (collectively, the “Holders” and each individually, a
“Holder”).




W I T N E S S E T H:




          WHEREAS, TIDEWATER INC., a Delaware corporation (the “Company”) and certain of its
Subsidiaries (together with the Company, the “Obligors”), and the initial Holders have entered into
a Note Purchase Agreement dated as of September 9, 2010 (the Note Purchase Agreement as amended,
supplemented, restated or otherwise modified from time to time in accordance with its terms and in
effect, the “Note Purchase Agreement”);




          WHEREAS, the Note Purchase Agreement provides for the issuance by the Obligors of $425,000,000
aggregate principal amount of Notes (as defined in the Note Purchase Agreement);




          WHEREAS, the Company owns, directly or indirectly, all of the issued and outstanding capital
stock or partnership interests of each Guarantor and, by virtue of such ownership and otherwise,
each Guarantor will derive substantial benefits from the purchase by the Holders of the Obligors’
Notes;




          WHEREAS, it is a condition precedent to the obligation of the Holders to purchase the Notes
that each Guarantor shall have executed and delivered this Guaranty to the Holders; and




          WHEREAS, each Guarantor desires to execute and deliver this Guaranty to satisfy the conditions
described in the preceding paragraph;




          NOW, THEREFORE, in consideration of the premises and other benefits to each Guarantor, and of
the purchase of the Obligors’ Notes by the Holders, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, each Guarantor makes this Guaranty as
follows:




          SECTION 1. Definitions. Any capitalized terms not otherwise herein defined shall
have the meanings attributed to them in the Note Purchase Agreement.




          SECTION 2. Guaranty. Each Guarantor, jointly and severally with each other
Guarantor, unconditionally and irrevocably guarantees to the Holders the due, prompt and complete
payment by the Company of the principal of, Make-Whole Amount, if any, and interest on, and each
other amount due under, the Notes or the Note Purchase Agreement, when and as the same shall become
due and payable (whether at stated maturity or by required or optional prepayment or by declaration
or otherwise) in accordance with the terms of the Notes and the




Exhibit 1(j)




 









 







Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter
collectively referred to as the “Note Documents” and the amounts payable by the Obligors under the
Note Documents, and all other monetary obligations of the Obligors thereunder (including any
attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the
“Obligations”). This Guaranty is a guaranty of payment and not just of collectibility and is in no
way conditioned or contingent upon any attempt to collect from the Obligors or upon any other
event, contingency or circumstance whatsoever. If for any reason whatsoever the Obligors shall
fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become
due and payable, each Guarantor, without demand, presentment, protest or notice of any kind, will
forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note
Documents, in lawful money of the United States, at the place specified in the Note Purchase
Agreement, or perform or comply with the same or cause the same to be performed or complied with,
together with interest (to the extent provided for under such Note Documents) on any amount due and
owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the
reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty,
including, without limitation, the reasonable fees and expenses of counsel. Notwithstanding the
foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the
extent it is judicially determined with respect to any Guarantor that entering into this Guaranty
would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any
state law, in which case such Guarantor shall be liable under this Guaranty only for amounts
aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable
provisions of any state law.




          SECTION 3. Guarantor’s Obligations Unconditional. The obligations of each Guarantor
under this Guaranty shall be primary, absolute and unconditional obligations of each Guarantor,
shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim each Guarantor or any other person
may have against the Obligors or any other person, and to the full extent permitted by applicable
law shall remain in full force and effect without regard to, and shall not be released, discharged
or in any way affected by, any circumstance or condition whatsoever (whether or not each Guarantor
or the Obligors shall have any knowledge or notice thereof), including:





     (a) any termination, amendment or modification of or deletion from or addition or
supplement to or other change in any of the Note Documents or any other instrument or
agreement applicable to any of the parties to any of the Note Documents;




     (b) any furnishing or acceptance of any security, or any release of any security, for
the Obligations, or the failure of any security or the failure of any person to perfect any
interest in any collateral;




     (c) any failure, omission or delay on the part of the Obligors to conform or comply
with any term of any of the Note Documents or any other instrument or
agreement referred to in paragraph (a) above, including, without limitation, failure to
give



Exhibit 1(j)




2









 









notice to any Guarantor of the occurrence of a “Default” or an “Event of Default” under
any Note Document;




     (d) any waiver of the payment, performance or observance of any of the obligations,
conditions, covenants or agreements contained in any Note Document, or any other waiver,
consent, extension, indulgence, compromise, settlement, release or other action or inaction
under or in respect of any of the Note Documents or any other instrument or agreement
referred to in paragraph (a) above or any obligation or liability of the Obligors, or any
exercise or non-exercise of any right, remedy, power or privilege under or in respect of any
such instrument or agreement or any such obligation or liability;




     (e) any failure, omission or delay on the part of any of the Holders to enforce, assert
or exercise any right, power or remedy conferred on such Holder in this Guaranty, or any
such failure, omission or delay on the part of such Holder in connection with any Note
Document, or any other action on the part of such Holder;




     (f) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement,
readjustment, assignment for the benefit of creditors, composition, receivership,
conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar
proceedings with respect to the Obligors, any Guarantor or to any other person or any of
their respective properties or creditors, or any action taken by any trustee or receiver or
by any court in any such proceeding;




     (g) any discharge, termination, cancellation, frustration, irregularity, invalidity or
unenforceability, in whole or in part, of any of the Note Documents or any other agreement
or instrument referred to in paragraph (a) above or any term hereof;




     (h) any merger or consolidation of the Obligors or any Guarantor into or with any other
corporation, or any sale, lease or transfer of any of the assets of the Obligors or any
Guarantor to any other person;




     (i) any change in the ownership of any shares of capital stock of the Obligors or any
change in the corporate relationship between the Obligors and any Guarantor, or any
termination of such relationship;




     (j) any release or discharge, by operation of law, of any Guarantor from the
performance or observance of any obligation, covenant or agreement contained in this
Guaranty; or




     (k) any other occurrence, circumstance, happening or event whatsoever, whether similar
or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance
which might otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which might otherwise limit recourse against any
Guarantor.



Exhibit 1(j)




3









 








          SECTION 4. Full Recourse Obligations. The obligations of each Guarantor set forth
herein constitute the full recourse obligations of such Guarantor enforceable against it to the
full extent of all its assets and properties.




          SECTION 5. Waiver. Each Guarantor unconditionally waives, to the extent permitted by
applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to such
Guarantor of the incurrence of any of the Obligations, notice to such Guarantor or the Obligors of
any breach or default by such Obligors with respect to any of the Obligations or any other notice
that may be required, by statute, rule of law or otherwise, to preserve any rights of the Holders
against such Guarantor, (c) presentment to or demand of payment from the Obligors or the Guarantor
with respect to any amount due under any Note Document or protest for nonpayment or dishonor, (d)
any right to the enforcement, assertion or exercise by any of the Holders of any right, power,
privilege or remedy conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the Holders, (f) any requirement
to exhaust any remedies or to mitigate the damages resulting from any default under any Note
Document, (g) any notice of any sale, transfer or other disposition by any of the Holders of any
right, title to or interest in the Note Purchase Agreement or in any other Note Document and (h)
any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge,
release or defense of a guarantor or surety or that might otherwise limit recourse against such
Guarantor.




          SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity. Until one year and
one day after all Obligations have been indefeasibly paid in full, each Guarantor agrees not to
take any action pursuant to any rights which may have arisen in connection with this Guaranty to be
subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as
amended, including Section 509 thereof, under common law or otherwise) of any of the Holders
against the Obligors or against any collateral security or guaranty or right of offset held by the
Holders for the payment of the Obligations. Until one year and one day after all Obligations have
been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any
contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Obligors which may have arisen in connection
with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf
of the Obligors to any Guarantor on account of any of the rights waived in this paragraph, such
amount shall be held by such Guarantor in trust, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Holders (duly endorsed by
such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured
or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall
survive the term of this Guaranty and the payment in full of the Obligations.




          SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be
effective or be automatically reinstated, as the case may be, if at any time payment, in whole or
in part, of any of the sums due to any of the Holders pursuant to the terms of the Note Purchase
Agreement or any other Note Document is rescinded or must otherwise be restored or returned by such
Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Obligor
or any other person, or upon or as a result of the appointment of a




Exhibit 1(j)




4









 







custodian, receiver, trustee or other officer with similar powers with respect to any Obligor
or other person or any substantial part of its property, or otherwise, all as though such payment
had not been made. If an event permitting the acceleration of the maturity of the principal amount
of the Notes shall at any time have occurred and be continuing, and such acceleration shall at such
time be prevented by reason of the pendency against any Obligor or any other person of a case or
proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this
Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all
other Obligations shall be deemed to have been accelerated with the same effect as if any Holder
had accelerated the same in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and such Guarantor shall forthwith pay such principal amount, Make-Whole
Amount, if any, and interest thereon and any other amounts guaranteed hereunder without further
notice or demand.




          SECTION 8. Term of Agreement. This Guaranty and all guaranties, covenants and
agreements of each Guarantor contained herein shall continue in full force and effect and shall not
be discharged until the earlier to occur of (i) such time as all of the Obligations shall be paid
and performed in full and all of the agreements of such Guarantor hereunder shall be duly paid and
performed in full and (ii) such Guarantor is released by the Holders pursuant to Section 22.




          SECTION 9. Representations and Warranties. Each Guarantor represents and warrants to
each Holder that:





     (a) such Guarantor is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization and has the requisite power and authority to own
and operate its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged;




     (b) such Guarantor has the requisite power and authority and the legal right to execute
and deliver, and to perform its obligations under, this Guaranty, and has taken all
necessary action to authorize its execution, delivery and performance of this Guaranty;




     (c) this Guaranty constitutes a legal, valid and binding obligation of such Guarantor
enforceable in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law);




     (d) the execution, delivery and performance of this Guaranty will not (i) contravene,
result in any breach of, or constitute a default under, or result in the creation of any
Lien in respect of any property of such Guarantor under any indenture, mortgage, deed of
trust, loan, credit agreement, corporate charter or by-laws, or any other agreement
evidencing Indebtedness, (ii) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any property of such Guarantor
under, any other agreement or instrument to which such Guarantor is bound or by which such
Guarantor or any of its properties may be bound or affected, except as



Exhibit 1(j)






5









 









could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result
in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor,
except as could not reasonably be expected to have a Material Adverse Effect, or (iv)
violate any provision of any statute or other rule or regulation of any Governmental
Authority applicable to such Guarantor, except as could not reasonably be expected to have a
Material Adverse Effect;




     (e) no consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution, delivery or
performance by such Guarantor of this Guaranty;




     (f) except as disclosed in Section 5.8 of the Note Purchase Agreement, no litigation,
investigation or proceeding of or before any arbitrator or governmental authority is pending
or, to the knowledge of such Guarantor, threatened by or against such Guarantor or any of
its properties or revenues (i) with respect to this Guaranty or any of the transactions
contemplated hereby or (ii) which could reasonably be expected to have a Material Adverse
Effect;




     (g) such Guarantor (after giving due consideration to any rights of contribution) has
received fair consideration and reasonably equivalent value for the incurrence of its
obligations hereunder or as contemplated hereby and after giving effect to the transactions
contemplated herein, (i) the fair value of the assets of such Guarantor (both at fair
valuation and at present fair saleable value) exceeds its liabilities, (ii) such Guarantor
is able to and expects to be able to pay its debts as they mature, and (iii) such Guarantor
has capital sufficient to carry on its business as conducted and as proposed to be
conducted.



          SECTION 10. Notices. All notices and communications provided for hereunder shall be
in writing and sent by telecopy if the sender on the same day sends a confirming copy of such
notice by a recognized overnight delivery service (charges prepaid), or by registered or certified
mail with return receipt requested (postage prepaid), or by a recognized overnight delivery service
(with charges prepaid) (a) if to the Obligors or any Holder at the address set forth in the Note
Purchase Agreement or (b) if to a Guarantor, in care of the Company at the Company’s address set
forth in the Note Purchase Agreement, or in each case at such other address as the Company, any
Holder or such Guarantor shall from time to time designate in writing to the other parties. Any
notice so addressed shall be deemed to be given when actually received.




          SECTION 11. Survival. All warranties, representations and covenants made by each
Guarantor herein or in any certificate or other instrument delivered by it or on its behalf
hereunder shall be considered to have been relied upon by the Holders and shall survive the
execution and delivery of this Guaranty, regardless of any investigation made by any of the
Holders. All statements in any such certificate or other instrument shall constitute warranties
and representations by such Guarantor hereunder.




Exhibit 1(j)




6









 








          SECTION 12. Submission to Jurisdiction. Each Guarantor irrevocably submits to the
jurisdiction of the courts of the State of Illinois and of the courts of the United States of
America having jurisdiction in the State of Illinois for the purpose of any legal action or
proceeding in any such court with respect to, or arising out of, this Guaranty, the Note Purchase
Agreement or the Notes. Each Guarantor consents to process being served in any suit, action or
proceeding by mailing a copy thereof by registered or certified mail, postage prepaid, return
receipt requested. Each Guarantor agrees that such service upon receipt (i) shall be deemed in
every respect effective service of process upon it in any such suit, action or proceeding and (ii)
shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon
and personal delivery to such Guarantor.




          SECTION 13. Miscellaneous. Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law,
each Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or
unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to the
benefit of, each Guarantor and the Holders and their respective successors and assigns. No term or
provision of this Guaranty may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by each Guarantor and the Required Holders. The section and paragraph
headings in this Guaranty are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof, and all references herein to numbered
sections, unless otherwise indicated, are to sections in this Guaranty. This Guaranty shall in all
respects be governed by, and construed in accordance with, the laws of the State of Illinois,
including all matters of construction, validity and performance.




          IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed as of the day
and year first above written.




	 	 	 	 	 
	 	[ 

 	 ]	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(j)




7









 








FORM OF JOINDER TO SUBSIDIARY GUARANTY




          The undersigned (the “Guarantor”), joins in the Subsidiary Guaranty dated as of [       ],
2010 from the Guarantors named therein in favor of the Holders, as defined therein, and agrees to
be bound by all of the terms thereof and represents and warrants to the Holders that:






     (a) the Guarantor is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization and has the requisite power and authority to own
and operate its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged;




     (b) the Guarantor has the requisite power and authority and the legal right to execute
and deliver this Joinder to Subsidiary Guaranty (“Joinder”) and to perform its obligations
hereunder and under the Subsidiary Guaranty and has taken all necessary action to authorize
its execution and delivery of this Joinder and its performance of the Subsidiary Guaranty;




     (c) the Subsidiary Guaranty constitutes a legal, valid and binding obligation of the
Guarantor enforceable in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law);




     (d) the execution, delivery and performance of this Joinder will not (i) contravene,
result in any breach of, or constitute a default under, or result in the creation of any
Lien in respect of any property of such Guarantor under any indenture, mortgage, deed of
trust, loan, credit agreement, corporate charter or by-laws, or any other agreement
evidencing Indebtedness, (ii) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any property of such Guarantor
under, any other agreement or instrument to which such Guarantor is bound or by which such
Guarantor or any of its properties may be bound or affected, except as could not reasonably
be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to such Guarantor, except as could
not reasonably be expected to have a Material Adverse Effect, or (iv) violate any provision
of any statute or other rule or regulation of any Governmental Authority applicable to such
Guarantor, except as could not reasonably be expected to have a Material Adverse Effect;




     (e) no consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution, delivery or
performance by such Guarantor of this Joinder;




     (f) except as disclosed in writing to the Holders, no litigation, investigation or
proceeding of or before any arbitrator or governmental authority is pending or, to the
knowledge of the Guarantor, threatened by or against the Guarantor or any of its



Exhibit 1(j)




8









 









properties or revenues (i) with respect to this Joinder, the Subsidiary Guaranty or any
of the transactions contemplated hereby or (ii) that could reasonably be expected to have a
Material Adverse Effect;




     (g) such Guarantor (after giving due consideration to any rights of contribution) has
received fair consideration and reasonably equivalent value for the incurrence of its
obligations hereunder or as contemplated hereby and after giving effect to the transactions
contemplated herein, (i) the fair value of the assets of such Guarantor (both at fair
valuation and at present fair saleable value) exceeds its liabilities, (ii) such Guarantor
is able to and expects to be able to pay its debts as they mature, and (iii) such Guarantor
has capital sufficient to carry on its business as conducted and as proposed to be
conducted.


Capitalized Terms used but not defined herein have the meanings ascribed in the Subsidiary
Guaranty.




          IN WITNESS WHEREOF, the undersigned has caused this Joinder to Subsidiary Guaranty to be duly
executed as of __________, ___.




	 	 	 	 	 
	 	[Name of Guarantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Exhibit 1(j)





9









 








EXHIBIT 4.4(a)




FORM OF OPINION OF COUNSEL

FOR THE OBLIGORS




          The opinion of Jones Walker, special counsel for the Obligors, shall be to the effect that:




          1. Each Obligor is validly existing and in good standing under the laws of its jurisdiction of
organization, and each has all requisite power and authority to own and operate its properties, to
carry on its business as now conducted, and, to enter into and perform the Note Purchase Agreement
and to issue and sell the Notes.




          2. The Note Purchase Agreement and the Notes have been duly authorized by proper corporate or
limited liability company action on the part of each Obligor, have been duly executed and delivered
by an authorized officer of each Obligor and constitute the legal, valid and binding agreements of
each Obligor, enforceable in accordance with their terms.




          3. The Note Purchase Agreement and the Notes specify Illinois law to govern such documents.
We are of the opinion that, if properly presented with the question, a state or federal court
located in Louisiana would give effect to the choice of law stipulations in the Note Purchase
Agreement and the Notes, unless (a) a court finds that the chosen jurisdiction’s own conflict of
law principals dictate the application of another body of law or (b) the chosen law contravenes the
public policy of the state whose law would otherwise be applicable absent the contractual choice of
law.




          4. In the event a state or federal court located in Louisiana disregarded the contractual
choice of Illinois law provided in the Note Purchase Agreement and the Notes, the Note Purchase
Agreement and the Notes would nevertheless constitute the legal, valid and binding obligations of
the Obligors, enforceable in accordance with their respective terms under Louisiana law.




          5. Based on the representations set forth in the Note Purchase Agreement, the offering, sale
and delivery of the Notes do not require the registration of the Notes under the Securities Act of
1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as
amended.




          6. No authorization, approval or consent of, and no designation, filing, declaration,
registration and/or qualification with, any Governmental Authority is necessary or required in
connection with the execution, delivery and performance by each Obligor of the Note Purchase
Agreement or the offering, issuance and sale by the Obligors of the Notes.




          7. The issuance and sale of the Notes by the Obligors, the execution, delivery and performance
by the Obligors of the terms and conditions of the Notes and the Note Purchase Agreement do not
conflict with, or result in any breach or violation of any of the provisions of, or constitute a
default under, or result in the creation or imposition of any Lien on, the property of any Obligor
or any other Subsidiary pursuant to the provisions of (i) the certificate or articles of
incorporation or formation or bylaws or operating agreement of any Obligor or any other




Exhibit 4.4(a)




 









 







Subsidiary, (ii) any loan agreement to which any Obligor or any other Subsidiary is a party or
by which any of them or their property is bound, (iii) any other Material agreement or instrument
filed as an exhibit by the Company under the Securities Exchange Act of 1934, as amended, to which
any Obligor or any other Subsidiary is a party or by which any of them or their property is bound,
(iv) any Delaware General Corporation, Delaware Limited Liability Company, Texas, Louisiana or
federal law (including usury laws) or regulation applicable to any Obligor, or (v) to such
counsel’s knowledge, any order, writ, injunction or decree of any court or Governmental Authority
applicable to any Obligor.




          8. Except as disclosed in Section 5.8 to the Note Purchase Agreement, to such counsel’s
knowledge there are no actions, suits or proceedings pending, or threatened against, or affecting
the any Obligor or any other Subsidiary, at law or in equity or before or by any Governmental
Authority, that are likely to result, individually or in the aggregate, in a Material Adverse
Effect.




          9. No Obligor or any other Subsidiary is (i) a “public utility” as defined in the Federal
Power Act, as amended, or (ii) an “investment company” or a company “controlled” by an “investment
company,” as such terms are defined in the Investment Company Act of 1940, as amended.




          10. The issuance of the Notes and the intended use of the proceeds of the sale of the Notes do
not violate or conflict with Regulation U, T or X of the Board of Governors of the Federal Reserve
System.



The opinions of Jones Walker shall cover such other matters relating to the sale of the Notes as
the Purchasers may reasonably request. With respect to matters of fact on which such opinion is
based, such counsel shall be entitled to rely on appropriate certificates of public officials and
officers of the Obligors and with respect to matters governed by the laws of any jurisdiction other
than the United States of America, the laws of the State of Louisiana or the Delaware General
Corporation Law, such counsel may rely upon the opinions of counsel deemed (and stated in their
opinion to be deemed) by them to be competent and reliable. For purposes of its opinions as to
enforceability in paragraphs 2 and 3, such counsel may assume that the Agreement and the Notes are
governed by Louisiana law. The opinion shall state that subsequent transferees and assignees of
the Notes may rely thereon.




Exhibit 4.4(a)






2









 








EXHIBIT 4.4(b)




FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS




          The opinion of Foley & Lardner LLP, special counsel to the Purchasers, shall be to the effect
that:




          1. The Company is a corporation organized and validly existing in good standing under the laws
of the State of Delaware, with requisite corporate power and authority to enter into the Agreement
and to issue and sell the Notes.




          2. The Agreement and the Notes have been duly authorized, executed and delivered by the
Company and the Agreement and the Notes constitute the legal, valid and binding agreements of each
Obligor, enforceable in accordance with their terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of the rights of creditors or by
equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at
law.




          3. Based upon the representations set forth in the Agreement, the offering, sale and delivery
of the Notes do not require the registration of the Notes under the Securities Act of 1933, as
amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.




          4. The issuance and sale of the Notes and compliance with the terms and provisions of the
Notes and the Agreement do not conflict with or result in any breach of any of the provisions of
the Certificate of Incorporation or By-Laws of the Company.




          5. No approval, consent or withholding of objection on the part of, or filing, registration or
qualification with, any governmental body, Federal or state, is necessary in connection with the
execution and delivery of the Agreement or the Notes.



As to the due authorization, execution and delivery of the Notes and the Agreement by the Obligors
other than the Company, Foley & Lardner LLP may rely on the opinion of Jones Walker. The opinion
of Foley & Lardner LLP shall state that the opinion of Jones Walker, delivered to you pursuant to
the Agreement, is satisfactory in form and scope Foley & Lardner LLP, and, in its opinion, the
Purchasers are justified in relying thereon. The opinion shall state that subsequent transferees
and assignees of the Notes may rely thereon. The opinion also shall cover such other matters
relating to the sale of the Notes as the Purchasers may reasonably request.




Exhibit 4.4(b)