Note in respect thereof.
IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS NOTE AND THE OBLIGATIONS AND MATTERS ARISING OUT OF OR
RELATING TO THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA. BORROWER HEREBY CONSENTS AND AGREES TO THE EXCLUSIVE
JURISDICTION OF THE BANKRUPTCY COURT; PROVIDED THAT IF THE BANKRUPTCY COURT
DECLINES TO EXERCISE JURISDICTION, THE STATE OR FEDERAL COURTS LOCATED IN NEW
YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN THE BORROWER AND THE HOLDER PERTAINING TO THIS NOTE OR TO ANY
MATTER ARISING OUT OF OR RELATING TO THIS NOTE; PROVIDED, FURTHER THAT THE
HOLDER AND THE BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER
THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. BORROWER EXPRESSLY SUBMITS
AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS, TO THE EXTENT PERMITTED BY
LAW, TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE
BY SUCH COURT. BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER PURSUANT TO THE
NOTICE PROVISIONS OF THE CREDIT AGREEMENT AND THAT SERVICE SO MADE SHALL, TO THE
EXTENT PERMITTED BY LAW, BE DEEMED COMPLETED UPON THE EARLIER OF BORROWER'S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED STATES
MAILS, PROPER POSTAGE PREPAID.
Exhibit 1.1-2
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and
delivered on the date set forth above by the duly authorized representative of
Borrower.
GULFMARK OFFSHORE, INC.
By:
Name:
Title:
Exhibit 1.1-3
SCHEDULE
BORROWINGS AND PAYMENTS
PRINCIPAL
AMOUNT
DATE OF
DISBURSEMENT
AMOUNT OF
REPAYMENT /
PREPAYMENT
DATE OF
REPAYMENT
/PREPAYMENT
NOTATION
MADE BY
Exhibit 1.1-4
EXHIBIT 1.2
FORM OF NOTICE OF BORROWING
Date:__________
, 201_
GulfMark Rederi AS
[ADDRESS
Attn: [NAME,TITLE]
Re:
Borrowing Request under Credit Agreement
Ladies and Gentlemen:
Reference is made to the Senior Secured Super-Priority Debtor in Possession
Credit Agreement dated as of [May__], 2017 (as amended, restated, amended and
restated,