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<SEC-DOCUMENT>0000899243-01-500256.txt : 20010502
<SEC-HEADER>0000899243-01-500256.hdr.sgml : 20010502
ACCESSION NUMBER: 0000899243-01-500256
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 8
CONFORMED PERIOD OF REPORT: 20010331
FILED AS OF DATE: 20010501
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TIDEWATER INC
CENTRAL INDEX KEY: 0000098222
STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400]
IRS NUMBER: 720487776
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT:
SEC FILE NUMBER: 001-06311
FILM NUMBER: 1618242
BUSINESS ADDRESS:
STREET 1: 601 POYDRAS ST.
STREET 2: SUITE 1900
CITY: NEW ORLEANS
STATE: LA
ZIP: 70130
BUSINESS PHONE: 5045681010
MAIL ADDRESS:
STREET 1: 601 POYDRAS ST.
STREET 2: SUITE 1900
CITY: NEW ORLEANS
STATE: LA
ZIP: 70130
FORMER COMPANY:
FORMER CONFORMED NAME: TIDEWATER MARINE SERVICE INC
DATE OF NAME CHANGE: 19780724
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>d10k405.txt
<DESCRIPTION>FORM 10-K
<TEXT>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - For the Fiscal Year Ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - For the Transition Period From ____________________ to
____________________.
Commission file number 1-6311
TIDEWATER INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 72-0487776
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 Poydras Street, New Orleans, Louisiana 70130
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code (504) 568-1010
- --------------------------------------------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, par value $0.10 New York Stock Exchange, Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange, Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
<PAGE>
As of April 23, 2001, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $2,493,713,216. Excluded
from the calculation of market value are 4,495,630 shares held by the
Registrant's grantor stock ownership trust.
56,047,551 shares of Tidewater Inc. common stock $0.10 par value per share
were outstanding on April 23, 2001. Excluded from the calculation of shares
outstanding at April 23, 2001 are 4,495,630 shares held by the Registrant's
grantor stock ownership trust. Registrant has no other class of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's 2001 Annual Meeting of
Stockholders are incorporated into Part III of this report.
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
Page
Item Number
- ---- ------
<S> <C> <C>
1 & 2. Business and Properties........................................ 3
3. Legal Proceedings.............................................. 7
4. Submission of Matters to a Vote of Security Holders............ 7
4A. Executive Officers of the Registrant........................... 7
PART II
5. Market for the Registrant's Common Stock and Related
Stockholder Matters........................................... 8
6. Selected Financial Data........................................ 9
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 10
7A. Quantitative and Qualitative Disclosures About Market Risk..... 20
8. Financial Statements and Supplementary Data.................... 20
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................... 20
PART III
10. Directors and Executive Officers of the Registrant............. 20
11. Executive Compensation......................................... 20
12. Security Ownership of Certain Beneficial Owners and Management. 20
13. Certain Relationships and Related Transactions................. 20
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 21
</TABLE>
2
<PAGE>
FORWARD LOOKING INFORMATION
In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the company notes that certain statements set
forth in Items 1 and 7 and elsewhere in this report, which provide other than
historical information and which are forward looking, involve risks and
uncertainties that may impact the company's actual results of operations. The
company faces many risks and uncertainties, many of which are beyond the control
of the company, including: fluctuations in oil and gas prices; level of fleet
additions by competitors; changes in capital spending by customers in the energy
industry for exploration, development and production; unsettled political
conditions, civil unrest and governmental actions, especially in higher risk
countries of operations; foreign currency controls; and environmental and labor
laws. Other risk factors are discussed elsewhere in this Form 10-K. Readers
should consider all of these risk factors, as well as other information
contained in this report.
PART I
ITEMS 1 and 2. BUSINESS AND PROPERTIES
GENERAL
Tidewater Inc. (the "company"), a Delaware corporation, provides services and
equipment to the offshore energy industry through the operation of the world's
largest fleet of offshore marine service vessels. The company's worldwide
headquarters and principal executive offices are located at 601 Poydras Street,
New Orleans, Louisiana 70130, and its telephone number is (504) 568-1010. The
company was incorporated in 1956. Unless otherwise required by the context, the
term "company" as used herein refers to Tidewater Inc. and its consolidated
subsidiaries.
RECENT DEVELOPMENTS
Fiscal 2001 proved to be a very active and successful year for the company.
During the fourth quarter of fiscal 2001 the company entered into agreements
with three shipyards for the construction of 12 vessels. Seven of the vessels
to be constructed are large platform supply vessels and five are large anchor-
handling towing supply vessels. Among the three shipyards awarded the contracts
is the company's own shipyard, Quality Shipyards, LLC. The company entered into
these agreements one year after it initially announced its new-build program,
intended to better service the needs of the company's customers in the deepwater
markets of the world. In addition to the new-build program, the company
committed to the construction of three large platform supply vessels and two
large crew boats and also purchased three large platform supply vessels
throughout the fiscal year. During the third quarter of fiscal 2001, the
company purchased four large anchor-handling towing supply vessels and four
large platform supply vessels from the Sanko Steamship Co., Ltd. The company
also sold four vessels to one of its 49%-owned unconsolidated marine joint
ventures, Sonatide Marine, Ltd., and sold its 40% holding in another
unconsolidated joint venture, National Marine Service. A full discussion of
each event is disclosed in the "Acquisitions and Dispositions" section of
Item 7.
In fiscal 2000 the company acquired six new-build vessels from an industry
competitor. The package of vessels included one supply vessel, two offshore
tugs and three crew boats. In July 1999 the company sold all of its
safety/standby vessels because this specialized fleet did not conform to the
company's long-range strategies. A full discussion of each event is disclosed in
the "Acquisitions and Dispositions" section of Item 7.
3
<PAGE>
MARINE OPERATIONS
The company is the world's largest provider of offshore supply vessels and
marine support services serving the energy industry. With a fleet of over 570
vessels, the company operates, and has a leading market share, in most of the
world's significant oil and gas exploration and production markets and provides
services supporting all phases of offshore exploration, development and
production, including: towing of and anchor-handling of mobile drilling rigs and
equipment; transporting supplies and personnel necessary to sustain drilling,
workover and production activities; assisting in offshore construction
activities; and a variety of specialized services including pipe laying, cable
laying and 3-D seismic work.
The company's fleet is deployed in the major offshore oil and gas areas of
the world. The principal areas of the company's operations include the U.S.
Gulf of Mexico, areas offshore Australia, Brazil, Egypt, India, Indonesia,
Malaysia, Mexico, Trinidad, Venezuela and West Africa and in the North Sea and
the Persian Gulf. The company conducts its operations through wholly-owned
subsidiaries and joint ventures. Information concerning revenues and operating
profit derived from domestic and international marine operations and domestic
and international marine identifiable assets for each of the fiscal years ended
March 31 are summarized below:
<TABLE>
<CAPTION>
(in thousands)
- -------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Vessel operations:
United States $ 197,660 140,090 296,161
International 386,271 398,427 614,887
Other marine operations 32,748 36,298 57,944
- -------------------------------------------------------------------------------
$ 616,679 574,815 968,992
===============================================================================
Operating profit:
Vessel operations:
United States $ 26,812 (4,694) 96,376
International 65,241 78,888 171,213
Other marine operations 7,137 6,254 12,526
Gain on sales of assets 22,750 19,441 2,949
- -------------------------------------------------------------------------------
$ 121,940 99,889 283,064
===============================================================================
Identifiable assets:
United States $ 293,070 267,411 315,509
International 1,063,709 881,803 990,062
- -------------------------------------------------------------------------------
Total marine assets $1,356,779 1,149,214 1,305,571
===============================================================================
</TABLE>
Please refer to Item 7 of this report and Note 10 of Notes to Consolidated
Financial Statements for further discussion of revenues, operating profit and
identifiable assets.
Marine Vessel Operations. The company's vessels regularly and routinely move
from one operating area to another, often to and from offshore operating areas
of different continents. Tables comparing the average size of the company's
marine fleet by class and geographic distribution for the last three fiscal
years are included in Item 7 of this report.
The company's largest class of vessels consists of towing-supply and supply
vessels. Included in this class are anchor-handling towing supply vessels and
platform supply vessels. This class of vessels is chartered to customers for
use in transporting supplies and equipment from shore bases to offshore drilling
rigs, platforms and other installations. Vessels of the anchor handling towing-
supply class are equipped for and are capable of towing drilling rigs and other
marine equipment and setting anchors for positioning and mooring drilling rigs.
Platform supply vessels, characterized with large cargo handling capabilities,
serve drilling and production facilities and support offshore construction and
maintenance work.
The company's other major classes of vessels include crew and utility vessels
and offshore tugs. Crew and utility vessels are chartered to customers for use
in transporting personnel and small quantities of
4
<PAGE>
supplies from shore bases to offshore drilling rigs, platforms and other
installations. Offshore tugs tow floating drilling rigs, dock tankers, tow
barges, assist pipe laying, cable laying and construction barges and are used in
a variety of other commercial towing operations, including towing barges
carrying a variety of bulk cargoes and containerized cargo.
The company's vessels also include inshore tugs; inshore barges; offshore
barges; and production, line-handling and various other special purpose vessels.
Inshore tugs, which are operated principally within inland waters, tow drilling
rigs to and from their locations, and tow barges carrying equipment and
materials for use principally in inland waters for drilling and production
operations. Barges are either used in conjunction with company tugs or are
chartered to others.
The company sold its safety/standby vessels in July 1999 because it did not
conform to the company's long-range strategies. This specialized fleet
performed safety patrol functions and remained on station to provide a safety
backup to offshore rigs and production facilities and carry special equipment to
rescue personnel.
Contributions of Main Classes of Vessels. Revenues from vessel operations
were derived from the main classes of vessels in the following percentages:
<TABLE>
<CAPTION>
Year Ended March 31,
- -------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Towing-supply/Supply.................................. 77.5% 72.8% 73.3%
Offshore Tugs......................................... 9.6% 14.1% 12.7%
Crew/Utility.......................................... 11.5% 9.2% 6.9%
Safety/Standby........................................ --- 2.0% 5.7%
Other................................................. 1.4% 1.9% 1.4%
- -------------------------------------------------------------------------------
</TABLE>
Shipyards. Quality Shipyards, LLC, a wholly-owned subsidiary of the company,
operates two shipyards in Houma, Louisiana, which construct, modify and repair
vessels. On January 10, 2001, the company awarded Quality Shipyards, LLC four
new-build program contracts for the construction of four large platform supply
vessels for a total estimated cost of $85.6 million. While the shipyard
performs some work for outside customers, the majority of its business relates
to the construction, repair and modification of the company's vessels.
Risks of Operation and Insurance. The operation of any marine vessel
involves an inherent risk of catastrophic marine disaster, adverse weather
conditions, mechanical failure, collisions, property losses to the vessel and
business interruption due to political action in countries other than the United
States. Any such event may result in a reduction in revenues or increased
costs. The company's vessels are insured for their estimated market value
against damage or loss, including war and pollution risks. The company also
carries workers' compensation, maritime employer's liability, general liability
(including third party pollution) and other insurance customary in the industry.
The company's international marine vessel operations are subject to the usual
risks inherent in doing business in countries other than the United States.
Such risks include political changes, possible vessel seizure, company
nationalization or other governmental actions, currency restrictions and
revaluations, and import/export restrictions, all of which are beyond the
control of the company. Although it is impossible to predict the likelihood of
such occurrences or their effect on the company, the company believes these
risks to be within acceptable limits and, in view of the mobile nature of the
company's principal revenue producing assets, does not consider them to
constitute a factor materially adverse to the conduct of its international
marine vessel operations as a whole.
Industry Conditions, Competition and Customers. The company's operations are
materially dependent upon the levels of activity in offshore oil and natural gas
exploration, development and production throughout the world. Such activity
levels are affected by the trends in worldwide crude oil and natural gas prices
that
5
<PAGE>
are ultimately influenced by the supply and demand relationship for the natural
resources. A discussion of current market conditions appears under "General
Market Conditions" in Item 7 of this report.
The principal competitive factors for the offshore vessel service industry
are suitability and availability of equipment, price and quality of service.
The company has numerous competitors in virtually all areas in which it
operates. Certain customers of the company own and operate vessels to service
certain of their offshore activities.
The company's diverse, mobile asset base and geographic distribution allow it
to respond to changes in market conditions and provide a broad range of vessel
services to its customers throughout the world. Management believes that the
company has a significant competitive advantage because of the size, diversity
and geographic distribution of its vessel fleet, the company's financial
condition and economies of scale.
The company's principal customers are major oil and natural gas exploration,
development and production companies, foreign government-owned or controlled
organizations and companies that explore and produce oil and natural gas, and
companies that provide other services to the offshore energy industry. Although
one customer accounted for 11% and the five largest customers accounted for
approximately 27% of its revenues during the year ended March 31, 2001, the
company does not consider its operations dependent on any single customer.
Government Regulations. The company's vessels are subject to various
statutes and regulations governing their operation and maintenance.
Under the citizenship provisions of the Merchant Marine Act of 1920 and the
Shipping Act, 1916, the company would lose the privilege of engaging in U.S.
coastwise trade if more than 25% of the company's outstanding stock was owned by
non-U.S. citizens. The company has a dual stock certificate system to prevent
non-U.S. citizens from owning more than 25% of its common stock. In addition,
the company's charter permits the company certain remedies with respect to any
transfer or purported transfer of shares of the company's common stock that
would result in the ownership by non-U.S. citizens of more than 24% of its
common stock. Based on information supplied to the company by its transfer
agent, approximately 3.3% of the company's outstanding common stock was owned by
non-U.S. citizens as of March 31, 2001.
The company's vessels are subject to various statutes and regulations
governing their operation. The laws of the United States provide that once a
vessel is registered under a flag other than the United States, it cannot
thereafter engage in U.S. coastwise trade. Therefore, the company's non-U.S.
flag vessels must continue to be operated abroad, and if the company were not
able to secure charters abroad for them, and work would otherwise have been
available for them in the United States, its operations would be adversely
affected. Of the total 571 vessels owned or operated by the company at March
31, 2001, 305 were registered under flags other than the United States and 266
were registered under the U.S. flag.
All of the company's offshore vessels are subject to international safety and
classification standards. U.S. flag towing-supply and supply vessels are
required to undergo periodic inspections and to be recertified under drydock
examination at least twice every five years. Vessels registered under flags
other than the United States are subject to similar regulations as governed by
the laws of the applicable jurisdictions.
SEASONALITY
The company's vessel fleet generally has its highest utilization rates in the
warmer temperature months when the weather is more favorable for offshore
exploration, development and construction work. However, business volume for
the company is more dependent on oil and natural gas prices and the global
supply and demand conditions for the company's services than any seasonal
variation.
6
<PAGE>
ENVIRONMENTAL COMPLIANCE
During the ordinary course of business the company's operations are subject
to a wide variety of environmental laws and regulations. The company attempts
to comply with these laws and regulations in order to avoid costly accidents and
related environmental damage. Compliance with existing governmental regulations
that have been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has not
had, nor is expected to have, a material effect on the company. The company is
proactive in establishing policies and operating procedures for safeguarding the
environment against any environmentally hazardous material aboard its vessels
and at shore base locations. Whenever possible, hazardous materials are
maintained or transferred in confined areas to ensure containment if accidents
occur. In addition the company has established operating policies that are
intended to increase awareness of actions that may harm the environment.
EMPLOYEES
As of March 31, 2001, the company had approximately 6,400 employees. The
company considers relations with employees to be satisfactory. The company is
not a party to any union contract in the United States but through several
subsidiaries is a party to union agreements covering local nationals in several
countries other than the United States. The company has recently been the
target of a union organization campaign for the U.S. Gulf of Mexico employees by
maritime labor unions. If the Gulf employees were to unionize, the company's
flexibility in managing industry changes in the domestic market could be
adversely affected.
ITEM 3. LEGAL PROCEEDINGS
The company is not a party to any litigation which, in the opinion of
management, is likely to have a material adverse effect on the company's
financial position or results of operations. Please refer to Item 7 and Note 8
of Notes to Consolidated Financial Statements for further discussion of these
matters.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 2001.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
William C. O'Malley....... 64 Chairman, President and Chief Executive Officer since October 1994.
Larry T. Rigdon........... 53 Executive Vice President since 2000. Senior Vice President from 1997 to 2000. Vice
President from 1991 to 1997.
Dean E. Taylor............ 52 Executive Vice President since 2000. Senior Vice President from 1998 to 2000. Vice
President from 1995 to 1998.
Cliffe F. Laborde......... 49 Executive Vice President since 2000. Senior Vice President from 1992 to 2000. General
Counsel since 1992.
J. Keith Lousteau......... 53 Senior Vice President and Chief Financial Officer since 2000. Vice President from 1987 to
2000. Treasurer since 1987.
Joseph M. Bennett......... 45 Vice President and Principal Accounting Officer since 2000. Corporate Controller since 1990.
</TABLE>
7
<PAGE>
There are no family relationships between the directors or executive officers
of the company. The company's officers are elected annually by the Board of
Directors and serve for one-year terms or until their successors are elected.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The company's common stock is traded on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol TDW. At March 31, 2001, there were
approximately 1,885 record holders of the company's common stock, based upon the
record holder list maintained by the company's stock transfer agent. The
following table sets forth the high and low closing sale prices of the company's
common stock as reported on the New York Stock Exchange Composite Tape and the
amount of cash dividends per share declared on Tidewater common stock for the
periods indicated.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Quarter High Low Dividend
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2001 First $40.125 $26.500 $.15
Second 48.500 30.125 .15
Third 49.686 38.063 .15
Fourth 52.950 39.875 .15
2000 First $31.625 $22.688 $.15
Second 36.313 25.500 .15
Third 36.500 23.563 .15
Fourth 36.188 25.188 .15
- --------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth a summary of selected financial data for each
of the last five fiscal years. This information should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of the company included in
this report.
<TABLE>
<CAPTION>
Years Ended March 31
(in thousands, except ratio and per share amounts) 2001 2000 1999 1998(2) 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Vessel revenues $ 583,931 538,517 911,048 1,001,651 661,224
Other marine revenues 32,748 36,298 57,944 58,510 29,202
- ---------------------------------------------------------------------------------------------------------------------
$ 616,679 574,815 968,992 1,060,161 690,426
=====================================================================================================================
Earnings from continuing operations $ 86,143 76,590 210,719 243,038 138,235
Earnings from discontinued operations --- --- --- 10,723 7,776
Gain on sale of discontinued operations --- --- --- 61,738 ---
- ---------------------------------------------------------------------------------------------------------------------
Net earnings $ 86,143 76,590 210,719 315,499 146,011
=====================================================================================================================
Per common share(1):
Earnings from continuing operations $ 1.53 1.37 3.68 3.99 2.23
Earnings from discontinued operations --- --- --- .18 .12
Gain on sale of discontinued operations --- --- --- 1.01 ---
- ---------------------------------------------------------------------------------------------------------------------
Net earnings $ 1.53 1.37 3.68 5.18 2.35
=====================================================================================================================
Total assets $1,505,492 1,432,336 1,394,458 1,492,839 1,061,280
=====================================================================================================================
Long-term debt $ --- --- --- 25,000 ---
=====================================================================================================================
Working capital $ 205,000 328,856 198,532 114,907 159,607
=====================================================================================================================
Current ratio 3.45 5.39 3.41 1.56 2.77
=====================================================================================================================
Cash dividends declared per
common share $ .60 .60 .60 .60 .575
=====================================================================================================================
</TABLE>
(1) All per share amounts were computed on a diluted basis.
(2) In fiscal 1998 the company sold its compression division for $348 million,
which resulted in an after-tax gain of $61.7 million, or $1.01 per share.
9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The company provides services and equipment to the international offshore
energy industry through the operation of a diversified fleet of marine service
vessels. Revenues, net earnings and cash flows from operations are dependent
upon the activity level of the vessel fleet that is ultimately dependent upon
oil and natural gas prices which, in turn, are determined by the supply/demand
relationship for oil and natural gas. The following discussion should be read
in conjunction with the Selected Financial Data and the Consolidated Financial
Statements and related disclosures.
Acquisitions and Dispositions
On January 10, 2001, the company entered into agreements with three shipyards
for the construction of 12 vessels for a total estimated cost of approximately
$305 million. The new-build program was initiated in order to better service
the needs of the company's customers in the deepwater markets of the world.
Seven of the vessels to be constructed are large platform supply vessels and
five are large anchor-handling towing supply vessels capable of working in most
deepwater markets of the world. Four of the platform supply vessels will be
constructed at the company's shipyard, Quality Shipyards LLC, while the
remaining eight vessels will be built at two Far East shipyards. The four
vessels being constructed at Quality Shipyards LLC will be built to full Jones
Act compliance. As of March 31, 2001, $43.3 million has been expended on these
12 vessels of the estimated $305 million total commitment. Scheduled delivery
of the vessels will commence in December 2001 with final delivery of the last
vessel expected in January 2003. The company expects to finance the new-build
program from its current cash balances, its projected cash flow and, if
necessary, its revolving credit facility.
In addition to the new-build program discussed above, the company has also
committed to the construction of five additional vessels for a total of
approximately $52.9 million. These vessels consist of three large platform
supply vessels under construction in Norway with scheduled completion dates in
April, May and September 2001 and two large crewboats being built at U.S.
shipyards to be delivered in April 2001 and January 2002. As of March 31, 2001,
$11.3 million has been expended on these vessels.
In February 2001 the company committed to a $48 million cash purchase,
subject to final inspection and various other closing matters, of two anchor-
handling towing supply vessels specifically designed and equipped for deepwater
work. The purchase of the vessels was finalized on April 11, 2001.
On December 15, 2000 the company sold four vessels (two offshore tugs and two
crewboats) to one of its 49%-owned unconsolidated joint ventures for $17
million, of which $9 million was financed by the company. The transaction
resulted in a gain on asset sale of $1 million.
On November 21, 2000 the company purchased eight vessels from The Sanko
Steamship Co., Ltd. for $160 million in cash. Four of the vessels are large
anchor-handling towing supply vessels and four are large North Sea-type platform
supply vessels. In addition, throughout fiscal 2001, the company purchased
three large platform supply vessels for approximately $54.6 million.
During the second quarter of fiscal 2001, the company sold its 40% holding in
its unconsolidated marine joint venture, National Marine Service (NMS), for
approximately $31 million resulting in a $16.8 million gain. The after-tax
effect of the gain on the sale was $10.9 million, or $.19 per share. As a
result of the sale, the joint venture vessel count decreased by 24 vessels.
During the second quarter of fiscal 2000, the company acquired six new-build
vessels for an aggregate cash payment of approximately $22 million from an
industry competitor. The package of vessels included one supply vessel, two
offshore tugs and three crew boats. All six vessels were delivered to the
market during fiscal 2000. In July 1999 the company sold all of its
safety/standby vessels for approximately $40 million in an all cash transaction.
The specialized fleet was sold because it did not conform to the company's long-
range strategies.
10
<PAGE>
GENERAL MARKET CONDITIONS
Fiscal 2001 results of operations improved as compared to fiscal 2000 because
of a stronger energy sector. Oil and natural gas prices appreciated
significantly on the commodity markets during calendar year 1999, strengthened
throughout calendar year 2000, and remained high during the first quarter of
2001. The strong price of oil and natural gas combined with severely tight
inventory levels for both crude oil and natural gas increased the demand for
working drilling rigs and services in the U.S. Gulf of Mexico and on a global
basis. Strong worldwide demand for natural resources prompted the oil and gas
exploration and production companies to increase their capital spending budgets
in order to take advantage of improving industry conditions. U.S.-based vessel
demand increased throughout the current fiscal year as market conditions and
drilling rig utilization rates improved in the U.S. Gulf of Mexico. In spite of
strong oil and natural gas pricing, international drilling expenditures did not
increase as significantly as in the U.S. Gulf of Mexico. International drilling
activity began increasing in the latter half of calendar year 2000 and is
expected to continue to increase throughout 2001. Worldwide offshore drilling
rig utilization rates overall have increased to levels not seen since the latter
part of calendar year 1998. International-based vessel demand is expected to
increase as international drilling activity recovers.
Fiscal 2001 U.S.-based vessel revenues increased approximately 41% as
compared to fiscal 2000 due to higher utilization and average day rates.
Improving market conditions and vessel demand in the U.S. Gulf of Mexico has
resulted in increased average day rates for the U.S.-based towing supply/supply
vessels, the company's major income producing asset. As of March 31, 2001, the
towing-supply/supply vessels operating in the U.S. Gulf of Mexico are
experiencing approximately 70% utilization and average day rates of
approximately $7,100 per day as compared to 56% utilization and average day
rates of approximately $4,000 per day at March 31, 2000.
Fiscal 2001 international-based vessel revenues decreased approximately 3% as
compared to fiscal 2000 due to a decrease in the number of active vessels in the
international-based fleet. International average day rates for the years ended
March 31, 2001 and 2000 were basically unchanged, but began trending upward
during the latter half of fiscal 2001 and are expected to increase as
international drilling activity increases. The number of active vessels in the
international fleet decreased as a result of the company selling its
safety/standby fleet in July 1999, as it did not conform to the company's long-
range strategies. Removing the revenue effect of the safety/standby fleet,
fiscal 2001 revenues were comparable to fiscal 2000. International-based vessel
utilization rates have increased slightly during the comparative periods, but
primarily as a result of withdrawing several older, little used vessels from
active service during the latter part of fiscal 2000 at which time they were
removed from the utilization statistics. At March 31, 2001, the towing-
supply/supply vessels operating in the international areas are experiencing
approximately 76% utilization and average day rates of approximately $5,950
compared to 76% utilization and average day rates of approximately $5,400 per
day at March 31, 2000.
Fiscal 2000 results of operations reflect the continued impact of the
curtailment in capital spending in the oil industry as a result of the drop in
oil prices that commenced in the fall of 1997. The company's average day rates
and utilization both domestically and internationally were lower than those
achieved in fiscal 1999. Although oil prices had increased substantially
throughout calendar year 1999 and into 2000, capital spending levels of oil and
gas exploration and production companies continued to be below 1997 levels. The
oil industry downturn affected the U.S. Gulf of Mexico vessel market immediately
and most sharply during fiscal 1999 and continued into fiscal 2000 as the
duration of vessel contracts in this region normally range from one to three
months. In addition, the delivery of a number of newly-constructed supply
vessels to various industry competitors during fiscal 2000 had negatively
affected the supply and demand balance for supply vessels in the Gulf of Mexico
and some international markets, thereby putting continued downward pressure on
vessel utilization and day rates.
Fiscal 2000 U.S.-based and international-based vessel revenues declined
approximately 53% and 35%, respectively, as compared to fiscal 1999 due to lower
utilization and average day rates as a result of the slow down in the oil
industry. Fiscal 2000 international activity was not as dramatically affected
by the downturn in the oil industry due primarily to the longer-term nature of
international vessel contracts. U.S.-based vessel activity stabilized during
the first quarter of fiscal 2000 and recovered gradually throughout
11
<PAGE>
the remainder of fiscal 2000 after it weakened throughout fiscal 1999.
International-based vessel demand weakened sharply during the fourth quarter of
fiscal 1999 and continued its decline during the first and second quarter of
fiscal 2000, stabilizing during the third quarter of fiscal 2000. At March 31,
1999, the towing-supply/supply vessels operating in the U.S. Gulf of Mexico were
experiencing approximately 52% utilization and average day rates of
approximately $4,400. Utilization and average day rates for the international-
based towing-supply/supply vessels were 78% and $6,200, respectively, at March
31, 1999.
The company responded to the fiscal 1999 downturn in the oil industry by
taking the following actions. During the fourth quarter of fiscal 1999, the
company began stacking those vessels that could not find gainful employment.
Drydockings associated with the stacked vessels were deferred thus substantially
reducing repair and maintenance costs for fiscal 2000. Reductions in crew
personnel were made, consequently lowering crew costs for fiscal 2000. The
company sold its safety/standby vessel fleet in July 1999, as it did not conform
to the company's long-range strategies. During the third and fourth quarters of
fiscal 2000, 39 older, little-used vessels were withdrawn from active service at
which time they were removed from the utilization statistics. Fourteen of the
vessels were withdrawn from the domestic market and 25 were withdrawn from the
international market. Vessel utilization rates are a function of vessel days
worked and vessel days available for active vessels only. The removal of vessels
from active service decreased the number of vessel days available that
consequently increased vessel utilization rates during the third and fourth
quarters of fiscal 2000. Vessels withdrawn from active service are intended to
be sold. The company continues to dispose of its older vessels out of the active
fleet and the withdrawn fleet that are not marketable due to obsolescence or are
economically prohibitive to operate due to high repair costs. During the fourth
quarter of fiscal 1999, the company conducted a review of the recoverability of
the values of certain vessels and in March 1999, recorded a write-down of $7.8
million to reduce the carrying value of certain vessels.
EARNINGS OVERVIEW
Fiscal 2001 earnings increased 5% over fiscal 2000 but decreased 64% as
compared to fiscal 1999 amounts after eliminating the effects of unusual items.
Fiscal 2001 earnings included a $10.9 million, or $.19 per common share, after-
tax gain on the sale of the company's 40% holding in its marine joint venture,
National Marine Service. Fiscal 2000 earnings included a $5 million, or $.09
per common share, reduction in income tax expense from the reversal of
previously provided taxes resulting from the settlement of open income tax
audits. Fiscal 1999 earnings included a $5.1 million, or $.09 per common share,
after-tax write-down on certain vessels as previously discussed and a $30
million, or $.52 per common share, reduction in income tax expense. The
reduction in income tax expense consisted of a $2 million reduction of deferred
income taxes resulting from the lowering of United Kingdom corporate income tax
rates and a $28 million realization of foreign tax credits not previously
recognized resulting from a tax planning strategy of selling certain vessels
from one taxing jurisdiction to another through intercompany sales. The result
of such sales was to pay foreign taxes that are fully creditable on a current
basis against U.S. income taxes and the release of previously accrued deferred
foreign tax credits.
MARINE OPERATIONS
Offshore service vessels provide a diverse range of services and equipment to
the energy industry. Fleet size, utilization and vessel day rates primarily
determine the amount of revenues and operating profit because operating costs
and depreciation do not change proportionally when revenue changes. Operating
costs primarily consist of crew costs, repair and maintenance, insurance, fuel,
lube oil and supplies. Fleet size and utilization are the major factors which
affect crew costs. The timing and amount of repair and maintenance costs are
influenced by customer demands, vessel age and scheduled drydockings to satisfy
safety and inspection requirements mandated by regulatory agencies. Whenever
possible, vessel drydockings are done during seasonally slow periods to minimize
any impact on vessel operations and are only done if economically justified,
given the vessel's age and physical condition. The following table compares
revenues and operating expenses (excluding general and administrative expenses
and depreciation expense) for the company's vessel fleet for the years ended
March 31. Vessel revenues and operating costs relate to vessels owned and
operated by the company, while other marine
12
<PAGE>
services relate to third-party activities of the company's shipyards, brokered
vessels and other miscellaneous marine-related activities.
<TABLE>
<CAPTION>
(in thousands) 2001 2000 1999
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues (A):
Vessel revenues:
United States $197,660 140,090 296,161
International 386,271 398,427 614,887
- --------------------------------------------------------------------------------
583,931 538,517 911,048
Other marine revenues 32,748 36,298 57,944
- --------------------------------------------------------------------------------
Total revenues $616,679 574,815 968,992
================================================================================
Operating costs:
Vessel operating costs:
Crew costs $183,502 189,202 262,014
Repair and maintenance 100,087 66,709 132,109
Insurance 20,035 18,626 24,216
Fuel, lube and supplies 29,140 24,462 35,228
Other 31,420 31,536 38,833
- --------------------------------------------------------------------------------
364,184 330,535 492,400
Costs of other marine revenues 25,096 29,446 44,672
- --------------------------------------------------------------------------------
Total operating costs $389,280 359,981 537,072
================================================================================
</TABLE>
(A) For fiscal 2001 and 2000, one customer accounted for 11% and 12%,
respectively, of revenues. In fiscal 1999 a different customer accounted
for 8% of revenues.
Marine operating profit and other components of earnings before income taxes
for the years ended March 31 consists of the following:
<TABLE>
<CAPTION>
(In thousands) 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Vessel activity:
United States $ 26,812 (4,694) 96,376
International 65,241 78,888 171,213
- --------------------------------------------------------------------------------
92,053 74,194 267,589
Gain on sales of assets 22,750 19,441 2,949
Other marine services 7,137 6,254 12,526
- --------------------------------------------------------------------------------
Operating profit 121,940 99,889 283,064
- --------------------------------------------------------------------------------
Other income 19,701 17,117 8,439
Corporate expenses (13,026) (11,012) (12,317)
Interest and other debt costs (1,195) (714) (2,445)
- --------------------------------------------------------------------------------
Earnings before income taxes $127,420 105,280 276,741
================================================================================
</TABLE>
Operating profit for fiscal 2001 increased 22% as compared to fiscal 2000 as
a result of increases in vessel revenues partially offset by higher repair and
maintenance costs. Repair and maintenance costs increased as a result of costs
incurred from an intense drydocking program the company initiated during the
first quarter of fiscal 2001 and continued during the second and third quarters
of fiscal 2001 in order to ready equipment for an expected improvement in demand
for its vessels. The company initiated this drydocking program while vessel
demand and average day rates had not fully recovered, thus sacrificing higher
profitability in anticipation of higher average day rates and vessel demand when
market conditions improved. Gains on sales of assets increased primarily as a
result of the sale of the company's 40% holding in its unconsolidated marine
joint venture, National Marine Service, for approximately $31 million resulting
in a $16.8 million gain.
Operating profit for fiscal 2000 decreased 65% as compared to fiscal 1999 due
to declines in utilization and average day rates for both U.S.-based vessels and
international-based vessels and a decrease in the total number of vessels
operating worldwide. Utilization and average day rates for both U.S.-based
vessels and international-based vessels declined during fiscal 2000 as a result
of reductions in customer drilling programs due to the downturn in the oil
industry. Decreases in operating profit were partially offset by higher gains
on asset sales. Included in fiscal 1999 gain on sales of assets is a fourth
quarter write-down of $7.8 million to reduce the carrying value of certain
vessels. The write-down resulted from a review of the recoverability of the
values of certain vessels. The review was performed due to industry conditions
and having stacked and withdrawn from the active fleet several vessels at March
31, 1999.
13
<PAGE>
As a result of the uncertainty of a certain customer to make payment of
vessel charter hire, the company has deferred the recognition of approximately
$7.0 million of billings as of March 31, 2001, $10.7 million of billings as of
March 31, 2000 and $9.7 million of billings as of March 31, 1999 which would
otherwise have been recognized as revenue. The company will recognize the
amounts as revenue as cash is collected or at such time as the uncertainty has
been reduced.
Vessel utilization is determined primarily by market conditions and to a
lesser extent by drydocking requirements. Vessel day rates are determined by the
demand created through the level of offshore exploration, development and
production spending by energy companies relative to the supply of offshore
service vessels. Suitability of equipment and the degree of service provided
also influence vessel day rates. The following tables compare day-based
utilization percentages and average day rates by vessel class and in total for
each of the quarters in the years ended March 31:
14
<PAGE>
<TABLE>
<CAPTION>
UTILIZATION:
- ------------
Fiscal Year 2001 First Second Third Fourth Year
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Domestic-based fleet:
- ---------------------
Towing-supply/Supply 57.1% 64.2 64.0 68.7 63.4
Crew/Utility 86.9 89.2 93.0 87.5 89.1
Offshore Tugs 33.5 40.6 32.4 37.1 35.9
Other 30.7 23.9 11.2 27.2 23.2
Total 56.0% 61.7 59.9 63.7 60.3
International-based fleet:
- --------------------------
Towing-supply/Supply 76.7% 75.7 80.5 78.2 77.8
Crew/Utility 93.9 91.5 95.3 88.5 92.3
Offshore Tugs 66.8 67.3 72.8 64.5 67.8
Other 42.4 47.0 49.7 41.1 45.1
Total 74.5% 74.1 78.8 74.8 75.5
Worldwide fleet:
- ----------------
Towing-supply/Supply 69.0% 71.3 74.3 74.8 72.4
Crew/Utility 91.5 90.7 94.5 88.2 91.2
Offshore Tugs 51.9 55.0 54.2 52.2 53.3
Other 39.9 42.0 41.1 37.8 40.3
Total 67.5% 69.4 71.8 70.8 69.9
================================================================================
Fiscal Year 2000 First Second Third Fourth Year
- --------------------------------------------------------------------------------
Domestic-based fleet:
- ---------------------
Towing-supply/Supply 47.2% 52.3 58.7 56.4 53.6
Crew/Utility 77.3 74.1 77.1 80.0 77.1
Offshore Tugs 38.9 46.8 42.8 35.6 41.2
Other 46.6 76.8 44.7 35.5 50.8
Total 49.4% 55.2 57.8 55.1 54.3
International-based fleet:
- --------------------------
Towing-supply/Supply 71.9% 67.0 74.0 76.0 72.0
Crew/Utility 89.2 90.4 83.3 93.7 89.1
Offshore Tugs 65.4 51.2 66.3 76.6 64.8
Safety/Standby 77.5 --- --- --- 77.5
Other 52.1 48.3 48.5 43.7 48.2
Total 72.0% 66.3 71.9 75.6 71.3
Worldwide fleet:
- ----------------
Towing-supply/Supply 62.6% 61.6 68.1 68.4 65.0
Crew/Utility 85.2 84.9 81.2 89.0 85.0
Offshore Tugs 54.1 49.4 56.3 59.1 54.9
Safety/Standby 77.5 --- --- --- 77.5
Other 50.9 54.4 47.7 41.9 48.8
Total 64.1% 62.3 66.6 67.9 65.1
================================================================================
Fiscal Year 1999 First Second Third Fourth Year
- --------------------------------------------------------------------------------
Domestic-based fleet:
- ---------------------
Towing-supply/Supply 85.4% 73.2 74.1 60.1 73.4
Crew/Utility 88.8 86.5 79.8 84.1 85.0
Offshore Tugs 61.1 55.8 50.7 38.1 51.7
Other 45.7 48.2 49.7 35.2 44.8
Total 79.9% 71.0 69.6 58.3 70.0
International-based fleet:
- --------------------------
Towing-supply/Supply 86.3% 84.0 81.0 79.2 82.6
Crew/Utility 80.2 88.0 89.3 89.6 86.8
Offshore Tugs 76.1 71.7 74.9 70.1 73.2
Safety/Standby 80.7 84.6 78.6 75.2 79.9
Other 67.9 69.8 69.2 72.1 69.7
Total 82.2% 81.8 80.2 78.5 80.7
Worldwide fleet:
- ----------------
Towing-supply/Supply 85.9% 80.0 78.4 72.2 79.2
Crew/Utility 83.6 87.5 85.9 87.7 86.1
Offshore Tugs 69.6 65.2 64.8 56.8 64.2
Safety/Standby 80.7 84.6 78.6 75.2 79.9
Other 62.7 64.4 64.6 63.5 63.8
Total 81.4% 78.0 76.5 71.5 76.9
================================================================================
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
AVERAGE DAY RATES:
- ------------------
Fiscal Year 2001 First Second Third Fourth Year
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Domestic-based fleet:
- ---------------------
Towing-supply/Supply $3,990 4,533 6,059 6,842 5,387
Crew/Utility 2,046 2,197 2,544 2,724 2,373
Offshore Tugs 6,235 5,927 6,298 6,902 6,325
Other 1,305 1,643 1,434 2,071 1,630
Total $3,735 4,169 5,306 5,967 4,803
International-based fleet:
- --------------------------
Towing-supply/Supply $5,066 5,149 5,321 5,783 5,340
Crew/Utility 2,237 2,246 2,244 2,334 2,264
Offshore Tugs 3,814 4,224 4,226 4,662 4,223
Other 1,624 1,318 1,362 974 1,335
Total $4,173 4,245 4,391 4,841 4,415
Worldwide fleet:
- ----------------
Towing-supply/Supply $4,717 4,936 5,560 6,127 5,356
Crew/Utility 2,173 2,229 2,346 2,467 2,301
Offshore Tugs 4,516 4,804 4,796 5,378 4,867
Other 1,572 1,357 1,366 1,163 1,373
Total $4,035 4,220 4,674 5,202 4,539
================================================================================
Fiscal Year 2000 First Second Third Fourth Year
- --------------------------------------------------------------------------------
Domestic-based fleet:
- ---------------------
Towing-supply/Supply $3,734 3,484 3,646 4,019 3,721
Crew/Utility 1,806 1,790 1,871 2,014 1,872
Offshore Tugs 6,028 5,922 5,751 5,733 5,868
Other 1,345 1,250 1,188 1,331 1,273
Total $3,572 3,427 3,512 3,732 3,558
International-based fleet:
- --------------------------
Towing-supply/Supply $5,698 5,522 5,189 5,273 5,423
Crew/Utility 2,250 2,172 2,188 2,290 2,226
Offshore Tugs 4,048 3,818 3,827 4,009 3,969
Safety/Standby 6,087 --- --- --- 6,087
Other 1,265 1,383 1,358 1,604 1,393
Total $4,676 4,401 4,247 4,334 4,423
Worldwide fleet:
- ----------------
Towing-supply/Supply $5,143 4,878 4,677 4,873 4,889
Crew/Utility 2,114 2,059 2,084 2,204 2,116
Offshore Tugs 4,652 4,638 4,456 4,452 4,566
Safety/Standby 6,087 --- --- --- 6,087
Other 1,282 1,343 1,322 1,553 1,366
Total $4,377 4,088 4,009 4,151 4,160
================================================================================
Fiscal Year 1999 First Second Third Fourth Year
- --------------------------------------------------------------------------------
Domestic-based fleet:
- ---------------------
Towing-supply/Supply $7,709 6,331 4,545 4,043 5,844
Crew/Utility 2,280 2,121 2,021 2,014 2,121
Offshore Tugs 7,649 7,543 7,643 7,311 7,561
Other 3,449 3,053 2,073 2,006 2,674
Total $6,658 5,631 4,450 3,968 5,315
International-based fleet:
- --------------------------
Towing-supply/Supply $6,523 6,643 6,562 6,229 6,495
Crew/Utility 2,447 2,406 2,428 2,399 2,419
Offshore Tugs 4,273 4,141 4,303 4,411 4,280
Safety/Standby 6,541 6,351 6,201 6,014 6,291
Other 876 918 891 1,250 973
Total $5,330 5,320 5,225 5,024 5,223
Worldwide fleet:
- ----------------
Towing-supply/Supply $6,975 6,536 5,860 5,555 6,269
Crew/Utility 2,376 2,303 2,293 2,270 2,311
Offshore Tugs 5,558 5,341 5,396 5,218 5,388
Safety/Standby 6,541 6,351 6,201 6,014 6,291
Other 1,313 1,317 1,104 1,347 1,253
Total $5,806 5,420 4,980 4,725 5,253
================================================================================
</TABLE>
16
<PAGE>
The average age of the company's owned or chartered vessel fleet is
approximately 19 years. The following table compares the average number of
vessels by class and geographic distribution during the years ended March 31 and
the actual March 31, 2001 vessel count:
<TABLE>
<CAPTION>
Actual Vessel Average Number
Count at of Vessels During
March 31, Year Ended March 31,
- -------------------------------------------------------------------------------------
2001 2001 2000 1999
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Domestic-based fleet:
Towing-supply/supply 115 120 128 137
Crew/utility 25 26 26 32
Offshore tugs 31 32 35 39
Other 9 9 9 10
- -------------------------------------------------------------------------------------
Total 180 187 198 218
- -------------------------------------------------------------------------------------
International-based fleet:
Towing-supply/supply 212 200 209 231
Crew/utility 49 48 50 55
Offshore tugs 39 38 48 53
Safety/standby --- --- 6 28
Other 28 31 32 33
- -------------------------------------------------------------------------------------
Total 328 317 345 400
- -------------------------------------------------------------------------------------
Owned or chartered vessels
included in marine revenues 508 504 543 618
Vessels withdrawn from active service 35 44 54 29
Joint-venture and other 28 35 45 48
- -------------------------------------------------------------------------------------
Total 571 583 642 695
=====================================================================================
</TABLE>
During the second quarter of fiscal 2001, the company sold its 40% holding in
its unconsolidated marine joint venture, National Marine Service. As a result
of the sale, the joint venture vessel count decreased by 24 vessels.
Included in the international-based towing-supply/supply vessel count for
fiscal 2001 are the eight vessels purchased on November 21, 2000 from the Sanko
Steamship Co., Ltd. Also included in the international-based count are three
large platform supply vessels purchased throughout fiscal year 2001.
During the third quarter of fiscal 2001, the company sold four vessels (two
offshore tugs and two crew boats) to its 40%-owned unconsolidated joint venture,
Sonatide Marine, Ltd. In addition, the company sold or scrapped a total of 37
vessels throughout the current fiscal year.
The company sold all of its safety/standby vessels during the second quarter
of fiscal 2000 because this specialized fleet did not conform to the company's
long-range strategies. During the latter part of fiscal 2000, the company
withdrew from active service, 39 older, little-used vessels. Fourteen of the
vessels were withdrawn from the domestic-based fleet and 25 were withdrawn from
the international-based fleet.
Consolidated general and administrative expenses for the years ended March 31
consists of the following components:
<TABLE>
<CAPTION>
(In thousands) 2001 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Personnel $40,214 40,206 44,666
Office and property 10,983 11,056 13,193
Sales and marketing 4,793 4,306 5,405
Professional service 4,262 5,729 5,587
Other 5,253 4,396 4,617
- --------------------------------------------------------------------------------
$65,505 65,693 73,468
================================================================================
</TABLE>
General and administrative expenses for fiscal 2001 were comparable to fiscal
2000. Fiscal year 2000 amounts decreased from fiscal year 1999 levels due
primarily to personnel reductions resulting from the sale of the safety/standby
vessel fleet and the declining business environment.
17
<PAGE>
LIQUIDITY, CAPITAL RESOURCES AND OTHER MATTERS
The company's current ratio, level of working capital and amount of cash
flows from operations for any year are directly related to fleet activity and
vessel day rates. Variations from year-to-year in these items are primarily the
result of market conditions. Cash from operations in combination with an
available line of credit provide the company, in management's opinion, with
adequate resources to satisfy financing requirements. At March 31, 2001, all of
the company's $200 million revolving line of credit was available for future
financing needs. Continued payment of dividends, most recently $.15 per quarter
per common share, is subject to declaration by the Board of Directors.
Net cash provided by operating activities for any fiscal year will fluctuate
according to the level of business activity for the applicable year. Fiscal
year 2001 net cash from operating activities was lower than the previous fiscal
year due to increases in accounts receivable resulting from revenue growth in
the domestic market.
Investing activities for fiscal 2001 used approximately $258.9 million of
cash. Proceeds from the sale of assets totaling $46.6 million decreased as
compared to fiscal 2000 primarily due to fewer vessels being sold. Included in
fiscal 2001 proceeds on the sale of assets is approximately $31 million from the
sale of the company's 40% interest in its unconsolidated marine joint venture
company National Marine Service and $15.6 million from the sale or scrapping of
41 vessels during the year. Sale proceeds were offset by additions to
properties and equipment totaling $302.8 million which was comprised of
approximately $13.6 million of capitalized repairs and maintenance and $286.4
million for the construction of offshore marine vessels and the acquisition of
11 vessels. Additions to properties and equipment were higher in fiscal 2001 as
compared to fiscal 2000 primarily because of the addition of several new
deepwater vessels purchased throughout the current fiscal year or currently
under construction as disclosed in the "Acquisitions and Dispositions" section
of Item 7.
Investing activities for fiscal 2000 provided cash of approximately $14.4
million. Proceeds from the sale of assets totaling $71.6 million were higher in
fiscal 2000 than fiscal 1999 due to a greater number of vessels being sold,
primarily the safety/standby vessels which were sold in July 1999 for
approximately $40 million in an all cash transaction. Additions to properties
and equipment were higher in fiscal 2000 than fiscal 1999 due to a greater
amount of vessel acquisitions. Additions to properties and equipment in fiscal
2000 totaled $57.4 million of which $7.6 million related to capitalized repairs
and maintenance and $47.3 million in new vessel construction. The new
construction includes approximately $22 million for the purchase of six new-
build vessels from an industry competitor.
Fiscal 2001 financing activities used $23.8 million of cash primarily for
payment of quarterly common stock dividends. Fiscal 2000 financing activities
used $33.4 million of cash for payment of quarterly common stock dividends.
Fiscal 1999 financing activities used $175 million of cash which included a $105
million prepayment on the credit facility and a repayment of $6.5 million of
debt incurred from the acquisition of the remaining 50% equity interest in an
Australian joint-venture company during fiscal 1998. In addition $80 million
was borrowed primarily for income tax payments of which approximately $68
million related to the sale of the compression division during fiscal 1998. The
company purchased 3,950,000 shares of common stock during fiscal year 1999 at an
aggregate cost of $109.3 million including broker commissions and fees.
GOODWILL
At March 31, 2001 the company had goodwill, net of accumulated amortization,
which represented 22% of total assets and 28% of stockholders' equity. The
goodwill amount primarily relates to the O.I.L. acquisition made during fiscal
1998 and is being amortized over 40 years. In assigning such amortization
period the company considered many factors, including the projected future cash
flows of the acquired business and the effects of obsolescence, demand,
competition and other economic factors that may reduce a useful life.
Management periodically evaluates whether subsequent events or circumstances
have occurred that indicate the remaining useful life of goodwill may warrant
revision or that the remaining goodwill balance may not be recoverable. If an
evaluation is necessary, projected undiscounted future operating cash flows of
the net assets acquired will be compared to the carrying amount to determine if
an impairment exists. If goodwill is considered to be impaired, the impairment
to be recognized is measured based upon projected
18
<PAGE>
discounted future operating cash flows using the company's average cost of funds
for the discount rate. At March 31, 2001 management determined that there is no
persuasive evidence that any material portion of goodwill will dissipate over a
shorter period than the amortization period used. Goodwill amortization totaled
$9.2 million for each of the three years ended March 31, 2001, 2000 and 1999.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," that amends certain
provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The pronouncements require that all derivatives be recognized as
either assets or liabilities and measured at fair value, and are effective for
all fiscal years beginning after June 15, 2000. The company will adopt the
statement as of April 1, 2001 and does not anticipate that the adoption of SFAS
No. 133, as amended, will have a material impact on its financial statements.
In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin (SAB) No. 101 that outlines the criteria for recognizing
revenue and the disclosure related to revenue recognition. The company believes
that its revenue recognition policies are consistent with the criteria
stipulated in SAB No. 101; therefore, the January 1, 2001 implementation of SAB
No. 101 did not have an impact on its financial statements.
CURRENCY FLUCTUATIONS AND INFLATION
Because of its significant international operations, the company is exposed
to currency fluctuations and exchange risk. To minimize the financial impact of
these items the company attempts to contract a majority of its services in
United States dollars. The company is exposed to possible currency fluctuations
related to its commitment to construct three of its new-build platform supply
vessels at a Singapore shipyard. The company is required, per the construction
agreements, to make all payments in Singapore dollars and is currently exposed
to possible currency fluctuations on the remaining commitment which totals a
current U.S. dollar equivalent of approximately $49 million. The company
continually monitors the currency exchange risks associated with all contracts
in foreign currencies.
Day-to-day operating costs are generally affected by inflation. However,
because the energy services industry requires specialized goods and services,
general economic inflationary trends may not affect the company's operating
costs. The major impact on operating costs is the level of offshore
exploration, development and production spending by energy exploration and
production companies. As this spending increases, prices of goods and services
used by the energy industry and the energy services industry will increase.
Future increases in vessel day rates may shield the company from the
inflationary effects on operating costs.
ENVIRONMENTAL MATTERS
During the ordinary course of business the company's operations are subject
to a wide variety of environmental laws and regulations. The company attempts
to comply with these laws and regulations in order to avoid costly accidents and
related environmental damage. Compliance with existing governmental regulations
that have been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has not
had, nor is expected to have, a material effect on the company. The company is
proactive in establishing policies and operating procedures for safeguarding the
environment against any environmentally hazardous material aboard its vessels
and at shore base locations. Whenever possible, hazardous materials are
maintained or transferred in confined areas to ensure containment if accidents
occur. In addition the company has established operating policies that are
intended to increase awareness of actions that may harm the environment.
19
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 2001 the company had no debt financial instruments outstanding.
The company is exposed to foreign currency fluctuations and exchange risks but
attempts to minimize the financial impact of these items by contracting the
majority of its services in United States dollars.
The company periodically enters into spot and forward derivative financial
instruments as a hedge against foreign currency denominated assets and
liabilities and currency commitments. At March 31, 2001 the company had one
forward currency contract outstanding in the amount of $11 million. For full
disclosure on the company's derivative financial instruments see Note 9 of the
Notes to the Consolidated Financial Statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in Part IV of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors of the company is incorporated by reference
from the company's definitive proxy statement to be filed on or before July 26,
2001. For information regarding executive officers of the company, see Item 4A
of this report.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated by reference
from the proxy statement described in Item 10 of this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and
management is incorporated by reference from the proxy statement described in
Item 10 of this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
incorporated by reference from the proxy statement described in Item 10 of this
report.
20
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. Financial Statements and Schedules
The Consolidated Financial Statements and Schedule of the company listed on
the accompanying Index to Financial Statements and Schedule (see page F-1) are
filed as part of this report.
B. Reports on Form 8-K
1. The company's report on Form 8-K dated January 10, 2001 reported that the
company committed to the construction of twelve new vessels.
2. The company's report on Form 8-K dated February 7, 2001 reported that
William C. O'Malley, Chairman, President and Chief Executive Officer,
issued a Quarterly Report to Shareholders.
3. The company's report on Form 8-K dated March 26, 2001 reported that
William C. O'Malley, Chairman, President and Chief Executive Officer,
made a public presentation at the Howard Weil Energy Conference in New
Orleans, Louisiana that disclosed details of the company's acquisition
program of vessels designed and built to operate in the deepwater segment
of the offshore oil and gas industry.
4. The company's report on Form 8-K dated April 11, 2001 reported that the
company took delivery of three new vessels - one platform supply vessel
and two anchor-handling towing supply vessels specifically designed and
equipped for deepwater work.
C. Exhibits
The index below describes each exhibit filed as a part of this report.
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference to
a prior filing as indicated.
3(a) - Restated Certificate of Incorporation of Tidewater Inc. (filed with
the Commission as Exhibit 3(a) to the company's quarterly report on
Form 10-Q for the quarter ended September 30, 1993).
3(b) - Tidewater Inc. Bylaws (filed with the Commission as Exhibit 3(b) to
the company's quarterly report on Form 10-Q for the quarter ended June
30, 1999).
4(a) - Restated Rights Agreement dated as of September 19, 1996 between
Tidewater Inc. and The First National Bank of Boston (filed with the
Commission as Exhibit 1 to Form 8-A on September 30, 1996).
*10(a) - $200,000,000 Revolving Credit and Term Loan Agreement dated April 26,
2001.
10(b) - Tidewater Inc. 1975 Incentive Program Stock Option Plan, as amended in
1990 (filed with the Commission as Exhibit 10(c) to the company's
annual report on Form 10-K for the fiscal year ended March 31, 1991).
*10(c) - Tidewater Inc. Amended and Restated 1992 Stock Option and Restricted
Stock Plan dated July 27, 2000.
10(d) - Tidewater Inc. Second Amended and Restated Supplemental Executive
Retirement Plan dated October 1, 1999 (filed with the Commission as
Exhibit 10(f) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
21
<PAGE>
10(e) - Second Amended and Restated Employees' Supplemental Savings Plan of
Tidewater Inc. dated October 1, 1999 (filed with the Commission as
Exhibit 10(d) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(f) - Supplemental Health Plan for Executive Officers of Tidewater Inc.
(filed with the Commission as Exhibit 10(i) to a Registration Statement
on September 12, 1989, Registration No. 33-31016).
10(g) - Amended and Restated Deferred Compensation Plan for Outside Directors
of Tidewater Inc., effective October 1, 1999 (filed with the Commission
as Exhibit 10(I) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(h) - Restated Non-Qualified Pension Plan for Outside Directors of Tidewater
Inc., effective October 1, 1999 (filed with the Commission as Exhibit
10(h) to the company's quarterly report on Form 10-Q for the quarter
ended December 31, 1999).
10(i) - Amended and Restated Change of Control Agreement dated October 1, 1999
between Tidewater and William C. O'Malley (filed with the Commission as
Exhibit 10(b) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(j) - Form of Amended and Restated Change of Control Agreement dated October
1, 1999 with three executive officers of Tidewater Inc. (filed with the
Commission as Exhibit 10(c) to the company's quarterly report on Form
10-Q for the quarter ended December 31, 1999).
10(k) - Tidewater Inc. 1996 Annual Incentive Plan (filed with the Commission
as Exhibit 10(m) to the company's annual report on Form 10-K for the
fiscal year ended March 31, 1997).
10(l) - Employment Agreement dated September 25, 1997 between Tidewater Inc.
and William C. O'Malley (filed with the Commission as Exhibit 10 to the
company's report on Form 10-Q for the quarter ended September 30,
1997).
10(m) - Amendment No. 1 to Employment Agreement dated October 1, 1999 between
Tidewater Inc. and William C. O'Malley (filed with the Commission as
Exhibit 10(a) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
*10(n) - Restated Tidewater Inc. 1997 Stock Incentive Plan dated June 9, 2000.
10(o) - Restated Non-Qualified Deferred Compensation Plan and Trust Agreement
as Restated October 1, 1999 between Tidewater Inc. and Merrill Lynch
Trust Company of America (filed with the Commission as Exhibit 10(e) to
the company's quarterly report on Form 10-Q for the quarter ended
December 31, 1999).
10(p) - Second Restated Executives Supplemental Retirement Trust as Restated
October 1, 1999 between Tidewater Inc. and Hibernia National Bank
(filed with the Commission as Exhibit 10(j) to the company's quarterly
report on Form 10-Q for the quarter ended December 31, 1999).
*10(q) - Continuing Employment and Separation Agreement ("Agreement") between
the Company and Richard M. Currence dated December 31, 2000.
*10(r) - Amendment To Restated Tidewater Inc. 1997 Stock Incentive Plan dated
June 9, 2000.
*21 - Subsidiaries of the company.
*23 - Consents of Independent Auditors.
22
<PAGE>
SIGNATURES OF REGISTRANT
------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on May 1, 2001.
TIDEWATER INC.
(Registrant)
By: /s/ William C. O'Malley
---------------------------------------------
William C. O'Malley
Chairman of the Board of Directors, President,
and Chief Executive Officer
By: /s/ J. Keith Lousteau
---------------------------------------------
J. Keith Lousteau
Senior Vice President and Chief Financial
Officer
By: /s/ Joseph M. Bennett
---------------------------------------------
Joseph M. Bennett
Vice President and Corporate Controller
(Principal Accounting Officer)
SIGNATURES OF DIRECTORS
-----------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on May 1, 2001.
/s/ Robert H. Boh /s/ Paul W. Murrill
- --------------------------- ------------------------------
Robert H. Boh Paul W. Murrill
/s/ Donald T. Bollinger /s/ William C. O'Malley
- --------------------------- ------------------------------
Donald T. Bollinger William C. O'Malley
/s/ Arthur R. Carlson /s/ Lester Pollack
- --------------------------- ------------------------------
Arthur R. Carlson Lester Pollack
/s/ Jon C. Madonna /s/ J. Hugh Roff, Jr.
- --------------------------- ------------------------------
Jon C. Madonna J. Hugh Roff, Jr.
/s/Donald G. Russell
------------------------------
Donald G. Russell
23
<PAGE>
TIDEWATER INC.
ANNUAL REPORT ON FORM 10-K
ITEMS 8, 14(a), AND 14(d)
Index to Financial Statements and Schedule
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS Page
----
<S> <C>
Report of Independent Auditors F-2
Consolidated Balance Sheets, March 31, 2001 and 2000 F-3
Consolidated Statements of Earnings, three years ended March 31, 2001 F-4
Consolidated Statements of Stockholders' Equity, three years ended March 31, 2001 F-5
Consolidated Statements of Cash Flows, three years ended March 31, 2001 F-6
Notes to Consolidated Financial Statements F-7
FINANCIAL STATEMENT SCHEDULE
II. Tidewater Inc. and Subsidiaries Valuation and Qualifying Accounts F-21
</TABLE>
All other schedules are omitted as the required information is inapplicable or
the information is presented in the financial statements or the related notes.
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Tidewater Inc.
We have audited the accompanying consolidated balance sheets of Tidewater Inc.
as of March 31, 2001 and 2000 and the related consolidated statements of
earnings, stockholders' equity, and cash flows for each of the three years in
the period ended March 31, 2001. Our audits also included the financial
statement schedule listed in the accompanying Index to Financial Statements and
Schedule. These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Tidewater Inc. at March 31, 2001 and 2000, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
March 31, 2001, in conformity with accounting principles generally accepted in
the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information set forth
therein.
ERNST & YOUNG LLP
New Orleans, Louisiana
April 23, 2001
F-2
<PAGE>
<TABLE>
<CAPTION>
TIDEWATER INC.
CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------
March 31, 2001 and 2000
(in thousands)
ASSETS 2001 2000
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 95,153 226,910
Trade and other receivables, less allowance for doubtful accounts
of $7,981 in 2001 and $12,331 in 2000 160,677 149,006
Marine operating supplies 28,632 25,405
Other current assets 4,125 2,372
- ----------------------------------------------------------------------------------------------
Total current assets 288,587 403,693
- ----------------------------------------------------------------------------------------------
Investments in, at equity, and advances to unconsolidated companies 16,544 23,275
Properties and equipment:
Vessels and related equipment 1,613,604 1,356,177
Other properties and equipment 42,837 42,474
- ----------------------------------------------------------------------------------------------
1,656,441 1,398,651
Less accumulated depreciation 884,765 842,620
- ----------------------------------------------------------------------------------------------
Net properties and equipment 771,676 556,031
- ----------------------------------------------------------------------------------------------
Goodwill, net of accumulated amortization of $35,494 in
2001, and $26,324 in 2000 328,836 338,006
Other assets 99,849 111,331
- ----------------------------------------------------------------------------------------------
Total assets $1,505,492 1,432,336
==============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable and accrued expenses 68,426 66,943
Accrued property and liability losses 6,825 4,322
Income taxes 8,336 3,572
- ----------------------------------------------------------------------------------------------
Total current liabilities 83,587 74,837
- ----------------------------------------------------------------------------------------------
Deferred income taxes 155,744 145,076
Accrued property and liability losses 38,682 49,549
Other liabilities and deferred credits 49,139 48,673
Stockholders' equity 1,178,340 1,114,201
- ----------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $1,505,492 1,432,336
==============================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
TIDEWATER INC.
CONSOLIDATED STATEMENTS OF EARNINGS
- ------------------------------------------------------------------------------------------------
Years Ended March 31, 2001, 2000, and 1999
(in thousands, except share and per share data)
2001 2000 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Vessel revenues $ 583,931 538,517 911,048
Other marine revenues 32,748 36,298 57,944
- ------------------------------------------------------------------------------------------------
616,679 574,815 968,992
- ------------------------------------------------------------------------------------------------
Costs and expenses:
Vessel operating costs 364,184 330,535 492,400
Costs of other marine revenues 25,096 29,446 44,672
Depreciation and amortization 79,527 82,502 94,783
General and administrative 65,505 65,693 73,468
- ------------------------------------------------------------------------------------------------
534,312 508,176 705,323
- ------------------------------------------------------------------------------------------------
82,367 66,639 263,669
Other income (expenses):
Foreign exchange gain (loss) 297 43 (12)
Gain on sales of assets 22,750 19,443 2,949
Equity in net earnings of unconsolidated companies 6,994 8,994 7,505
Minority interests 127 (486) (1,601)
Interest and miscellaneous income 16,080 11,361 6,676
Interest and other debt costs (1,195) (714) (2,445)
- ------------------------------------------------------------------------------------------------
45,053 38,641 13,072
- ------------------------------------------------------------------------------------------------
Earnings before income taxes 127,420 105,280 276,741
Income taxes 41,277 28,690 66,022
- ------------------------------------------------------------------------------------------------
Net earnings $ 86,143 76,590 210,719
================================================================================================
Earnings per common share $1.55 1.38 3.68
================================================================================================
Diluted earnings per common share $1.53 1.37 3.68
================================================================================================
Weighted average common shares outstanding 55,741,624 55,546,832 57,189,946
Incremental common shares from stock options 525,735 249,976 78,579
- ------------------------------------------------------------------------------------------------
Adjusted weighted average common shares 56,267,359 55,796,808 57,268,525
================================================================================================
Cash dividends declared per common share $.60 .60 .60
================================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-4
<PAGE>
TIDEWATER INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- -----------------------------------------------
Years Ended March 31, 2001, 2000 and 1999
(in thousands)
<TABLE>
<CAPTION>
Grantor
Deferred Accumulated Trust Stock
Additional compensation- Other Ownership
Common paid-in Retained restricted Comprehensive Program
stock capital earnings stock Income (GSOP) Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1998 $5,948 295,153 712,463 (4,206) (10,582) --- 998,776
Net earnings --- --- 210,719 --- --- --- 210,719
Issuance of restricted stock --- --- --- (48) --- --- (48)
Exercise of stock options 4 788 --- --- --- --- 792
Cash dividends declared --- --- (34,394) --- --- --- (34,394)
Common stock purchased (395) (108,917) --- --- --- --- (109,312)
Establishment of GSOP 500 106,688 --- --- --- (107,188) ---
Issuance of common shares --- (27) --- --- --- 304 277
Other --- (127) --- 1,024 --- --- 897
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1999 6,057 293,558 888,788 (3,230) (10,582) (106,884) 1,067,707
Net earnings --- --- 76,590 --- --- --- 76,590
Currency translation adjustments --- --- --- --- 2 --- 2
Unrealized gains on available-for-
sale securities --- --- --- --- 676 --- 676
---------
Comprehensive income 77,268
---------
Issuance of restricted stock --- 43 --- (43) --- --- ---
Exercise of stock options (1) (265) --- --- --- 733 467
Cash dividends declared --- --- (33,370) --- --- --- (33,370)
Issuance of common shares --- 340 --- --- --- 862 1,202
Other --- (59) --- 986 --- --- 927
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2000 6,056 293,617 932,008 (2,287) (9,904) (105,289) 1,114,201
Net earnings --- --- 86,143 --- --- --- 86,143
Currency translation adjustments --- --- --- --- --- --- ---
Unrealized losses on available-for-
sale securities --- --- --- --- (147) --- (147)
Supplemental Executive Retire-
ment Plan minimum liability --- --- --- --- (877) --- (877)
---------
Comprehensive income 85,119
---------
Issuance of restricted stock --- (2) --- --- --- 138 136
Exercise of stock options (1) 2,019 --- --- --- 7,683 9,701
Cash dividends declared --- --- (33,481) --- --- --- (33,481)
Issuance of common shares --- 682 --- --- --- 850 1,532
Other --- 2 --- 1,130 --- --- 1,132
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2001 $6,055 296,318 984,670 (1,157) (10,928) (96,618) 1,178,340
==================================================================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
TIDEWATER INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------
Years Ended March 31, 2001, 2000 and 1999
(in thousands)
2001 2000 1999
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities:
Net earnings $ 86,143 76,590 210,719
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 79,527 82,502 94,783
Provision for deferred income taxes 8,934 6,968 (29,910)
Gain on sales of assets (22,750) (19,443) (2,949)
Equity in earnings of unconsolidated companies, less dividends (2,408) (2,232) (2,512)
Minority interests, less dividends (322) (879) 918
Compensation expense - restricted stock 1,130 944 976
Changes in assets and liabilities, net:
Trade and other receivables (9,085) 84,330 19,558
Marine operating supplies (3,175) 2,542 3,527
Other current assets (1,739) 2,098 (204)
Accounts payable and accrued expenses 14,093 (3,048) (39,822)
Accrued property and liability losses 2,710 (1,693) (5,792)
Other, net (2,142) 6,383 5,072
- -------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 150,916 235,062 254,364
- -------------------------------------------------------------------------------------------------------
Investing activities:
Proceeds from sales of assets 46,578 71,676 21,396
Proceeds from sale of Compression operations --- --- (68,442)
Additions to properties and equipment (302,793) (57,362) (48,283)
Other (2,680) 114 950
- -------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (258,895) 14,428 (94,379)
- -------------------------------------------------------------------------------------------------------
Financing activities:
Common stock purchased --- --- (109,312)
Principal payments on long-term debt --- --- (111,466)
Borrowings --- --- 80,000
Proceeds from issuance of common stock 9,703 426 632
Cash dividends (33,481) (33,370) (34,394)
Other --- (58) ---
- -------------------------------------------------------------------------------------------------------
Net cash used in financing activities (23,778) (33,002) (174,540)
- -------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents (131,757) 216,488 (14,555)
Cash and cash equivalents at beginning of year 226,910 10,422 24,977
- -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 95,153 226,910 10,422
=======================================================================================================
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 1,049 685 2,360
Income taxes $ 23,559 38,373 203,354
=======================================================================================================
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
F-6
<PAGE>
TIDEWATER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
March 31, 2001, 2000, and 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The company provides services and equipment to the offshore energy industry
through the operation of the world's largest fleet of offshore service vessels.
Revenues, net earnings and cash flows from operations are dependent upon the
activity level for the vessel fleet which is ultimately dependent upon oil and
natural gas prices which, in turn, are determined by the supply/demand
relationship for oil and natural gas.
USE OF ESTIMATES
In preparing the company's financial statements, management makes informed
estimates and judgements that affect the amounts reported in the financial
statements and related disclosures. Actual results may differ from these
estimates.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements include the accounts of Tidewater Inc.
and its subsidiaries. Significant intercompany balances and transactions are
eliminated in consolidation.
CASH EQUIVALENTS
The company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.
INVENTORIES
Inventories, which consist primarily of operating parts and supplies for the
company's vessels, are stated at the lower of weighted-average cost or market.
PROPERTIES AND EQUIPMENT
Properties and equipment are stated at cost. Depreciation for financial
reporting purposes is computed primarily on the straight-line basis beginning
with the date of construction, with salvage values of 5%-10% for marine
equipment, using estimated useful lives of:
Years
- --------------------------------------------------------------------------------
Marine equipment (from date of construction) 15-25
Other properties and equipment 3-30
Used equipment is depreciated in accordance with the above schedule; however,
no life less than six years is used for marine equipment regardless of the date
constructed.
Maintenance and repairs are charged to operations as incurred during the
asset's original estimated useful life. Major repair costs incurred after the
original estimated useful life that also have the effect of extending the useful
life of the asset are capitalized and amortized over three years. Major
modifications to equipment are capitalized and amortized over the remaining life
of the equipment.
GOODWILL
Goodwill primarily relates to the O.I.L. acquisition made during fiscal 1998
and is being amortized over 40 years. Management periodically evaluates whether
subsequent events or circumstances have occurred that indicate the remaining
useful life of goodwill may warrant revision or that the remaining goodwill
balance may not be recoverable. If an evaluation is necessary, projected
undiscounted future operating cash flows of the net assets acquired will be
compared to the carrying amount to determine if an impairment exists. If
F-7
<PAGE>
goodwill is considered to be impaired, the impairment to be recognized is
measured based upon projected discounted future operating cash flows using the
company's average cost of funds for the discount rate. Goodwill amortization
totaled $9.2 million for each of the three years ended March 31, 2001, 2000 and
1999.
IMPAIRMENT OF LONG-LIVED ASSETS
Impairment losses are recorded on long-lived assets used in operations or to
be disposed of when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by these assets or through their sale are
less than the assets' carrying amount. In March 1999 the company recorded a
charge to earnings of $7.8 million (included in gain on sales of assets) to
reduce the carrying amount of certain vessels. The write-down of these vessels
was determined based on internally developed valuations.
ACCRUED PROPERTY AND LIABILITY LOSSES
The company's insurance subsidiary establishes case based reserves for
estimates of reported losses on direct business written, estimates received from
ceding reinsurers, and reserves based on past experience of unreported losses.
Such losses principally relate to the company's marine operations and are
included as a component of costs of marine operations in the Consolidated
Statements of Earnings. The liability for such losses and the related
reimbursement receivable from reinsurance companies are classified in the
Consolidated Balance Sheet into current and noncurrent amounts based upon
estimates of when the liabilities will be settled and when the receivables will
be collected.
PENSION AND OTHER POSTRETIREMENT BENEFITS
Pension costs are accounted for in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 87 and are funded to at
least meet the minimum funding requirements as required by law. Prior service
costs are amortized on the straight-line basis over the average remaining
service period of employees expected to receive pension benefits.
Postretirement benefits other than pensions are accounted for in accordance with
SFAS No. 106. The estimated cost of postretirement benefits other than pensions
are accrued during the employees' active service period.
The company follows the disclosure provisions of SFAS No. 132, "Employers'
Disclosures about Pension and Other Postretirement Benefits," which standardizes
the disclosures for pensions and other postretirement benefit plans.
INCOME TAXES
Income taxes are accounted for in accordance with the provisions of SFAS No.
109. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
REVENUE RECOGNITION
Marine services are generally contracted for on a rate per day of service
basis; therefore, marine vessel revenues are recognized on a daily basis
throughout the contract period.
FOREIGN CURRENCY TRANSLATION
The U.S. dollar is the functional currency for all of the company's existing
international operations, as transactions in these operations are predominately
denominated in U.S. dollars. Foreign currency exchange gains and losses are
included in the Consolidated Statements of Earnings.
EARNINGS PER SHARE
Earnings per share are computed in accordance with SFAS No. 128, "Earnings
Per Share," which requires the reporting of both earnings per share and diluted
earnings per share. The calculation of earnings
F-8
<PAGE>
per share is based on the weighted average number of shares outstanding and
therefore excludes any dilutive effect of stock options, while diluted earnings
per share includes the dilutive effect of stock options. Per share amounts
disclosed in these Notes to Consolidated Financial Statements are on a diluted
basis.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the company to concentrations
of credit risk consist principally of trade and other receivables. These
receivables are with a variety of domestic, international and national energy
companies and also include reinsurance companies for recoverable insurance
losses. The company manages its exposure to risk through ongoing credit
evaluations of its customers and generally does not require collateral. The
company maintains an allowance for doubtful accounts for potential losses and
does not believe it is generally exposed to concentrations of credit risk that
are likely to have a material adverse impact on the company's financial position
or results of operations.
STOCK-BASED COMPENSATION
The company uses the intrinsic value method of accounting for stock-based
compensation prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and, accordingly, adopted the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation."
COMPREHENSIVE INCOME
The Company uses SFAS No. 130, "Reporting Comprehensive Income," which
requires the reporting and display of total comprehensive income and its
components in the financial statements. Total comprehensive income represents
the net change in stockholders' equity during a period from sources other than
transactions with stockholders and as such, includes net earnings. For the
company, accumulated other comprehensive income is comprised of the net after-
tax effect of accumulated foreign currency translation adjustments, unrealized
gains and losses on available-for-sale securities, and a minimum pension
liability for the company's Supplemental Executive Retirement Plan.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," that amends certain
provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The pronouncements require that all derivatives be recognized as
either assets or liabilities and measured at fair value, and are effective for
all fiscal years beginning after June 15, 2000. The company will adopt the
statement as of April 1, 2001 and does not anticipate that the adoption of SFAS
No. 133, as amended, will have a material impact on its financial statements.
In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin (SAB) No. 101 that outlines the criteria for recognizing
revenue and the disclosure related to revenue recognition. The company believes
that its revenue recognition policies are consistent with the criteria
stipulated in SAB No. 101; therefore, the January 1, 2001 implementation of SAB
No. 101 did not have an impact on its financial statements.
(2) UNCONSOLIDATED COMPANIES
Investments in, at equity, and advances to unconsolidated marine joint-
venture companies at March 31 were as follows:
<TABLE>
<CAPTION>
Percentage (in thousands)
ownership 2001 2000
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
National Marine Service (Abu Dhabi-UAE) 40% $ --- 13,480
Sonatide Marine, Ltd. (Luanda, Angola) 49% 13,780 4,128
Others 20%-50% 2,764 5,667
- ----------------------------------------------------------------------------------
$16,544 23,275
==================================================================================
</TABLE>
F-9
<PAGE>
During the second quarter of fiscal 2001, the company sold its 40% holding in
its unconsolidated marine joint venture, National Marine Service (NMS), for
approximately $31 million resulting in a $16.8 million gain. The after-tax
effect of the gain on the sale was $10.9 million, or $0.19 per share.
On December 15, 2000 the company sold four vessels (two offshore tugs and two
crewboats) to Sonatide Marine Ltd., its 49%-owned unconsolidated joint venture,
for $17 million, of which $9 million was financed by the company.
The aggregate amount of undistributed earnings of all unconsolidated joint-
venture companies included in consolidated stockholders' equity at March 31,
2001 is approximately $27.7 million.
(3) INCOME TAXES
Earnings before income taxes derived from United States and international
operations for the years ended March 31 are as follows:
<TABLE>
<CAPTION>
(in thousands)
<S> <C> <C> <C>
2001 2000 1999
- --------------------------------------------------------------------------
United States $ 34,504 11,032 96,421
International 92,916 94,248 180,320
- --------------------------------------------------------------------------
$127,420 105,280 276,741
==========================================================================
Income tax expense for the years ended March 31 consists of the following:
(in thousands)
U.S.
-----------------------
Federal State International Total
- --------------------------------------------------------------------------------------------
2001
- --------------------------------------------------------------------------------------------
Current $ 9,566 1,364 21,413 32,343
Deferred 14,033 --- (5,099) 8,934
- --------------------------------------------------------------------------------------------
$23,599 1,364 16,314 41,277
============================================================================================
2000
- --------------------------------------------------------------------------------------------
Current $(7,660) 2,567 26,815 21,722
Deferred 10,518 --- (3,550) 6,968
- --------------------------------------------------------------------------------------------
$ 2,858 2,567 23,265 28,690
============================================================================================
1999
- --------------------------------------------------------------------------------------------
Current $ (386) 8,333 87,985 95,932
Deferred 5,710 --- (35,620) (29,910)
- --------------------------------------------------------------------------------------------
$ 5,324 8,333 52,365 66,022
============================================================================================
</TABLE>
The actual income tax expense for the years ended March 31, 2001, 2000, and
1999 differs from the amounts computed by applying the U.S. federal tax rate of
35% to pre-tax earnings as a result of the following:
<TABLE>
<CAPTION>
(in thousands)
2001 2000 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Computed "expected" tax expense $44,597 36,848 96,859
Increase (reduction) resulting from:
Effect of United Kingdom tax rate change --- --- (2,000)
Overaccrual of income tax expense in prior years --- (5,000) ---
Foreign tax credits not previously recognized (5,099) (3,550) (35,620)
Utilization of net operating loss carryforwards --- (52) (792)
Expenses which are not deductible for tax purposes 655 771 833
State taxes 887 1,669 5,416
Other, net 237 (1,996) 1,326
- ------------------------------------------------------------------------------------------------
$41,277 28,690 66,022
================================================================================================
</TABLE>
F-10
<PAGE>
The reversal in fiscal year 2000 of taxes overaccrued in prior years is the
result of settlements of open income tax audits with the Internal Revenue
Service for fiscal years 1993 through 1997.
During the fourth quarter of the year ended March 31, 1999 approximately $28
million of foreign tax credits not previously recognized were realized as the
result of a tax planning strategy of selling certain vessels from one taxing
jurisdiction to another through intercompany sales. The result of such sales
was to pay foreign taxes which are fully creditable on a current basis against
U.S. income taxes and to accelerate the release of previously accrued deferred
foreign tax credits.
The significant components of deferred income tax expense for the years ended
March 31 are as follows:
<TABLE>
<CAPTION>
(in thousands)
2001 2000 1999
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred income tax expense (benefit) (exclusive of the effects of
other components listed below) $17,308 15,434 12,719
Investment, foreign and minimum tax credits (3,275) (4,916) (5,009)
Foreign tax credits not previously recognized (5,099) (3,550) (35,620)
Effect of United Kingdom tax rate charges --- --- (2,000)
- ----------------------------------------------------------------------------------------------------
$ 8,934 6,968 (29,910)
====================================================================================================
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at March 31,
2001 and 2000 are as follows:
<TABLE>
<CAPTION>
(in thousands)
2001 2000
- ------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Financial provisions not deducted for tax purposes $ 16,406 16,346
Foreign net operating loss carryforwards 14,283 7,924
Tax credit carryforwards 10,502 13,776
Other 2,040 3,451
- ------------------------------------------------------------------------------
Gross deferred tax assets 43,231 41,497
Less valuation allowance (14,283) (14,283)
- ------------------------------------------------------------------------------
Net deferred tax assets 28,948 27,214
- ------------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation and amortization (137,582) (130,814)
Other (18,162) (14,262)
- ------------------------------------------------------------------------------
Gross deferred tax liabilities (155,744) (145,076)
- ------------------------------------------------------------------------------
Net deferred tax liabilities $(126,796) (117,862)
==============================================================================
</TABLE>
The valuation allowance is primarily the result of a doubt over the ultimate
realization of benefits from certain foreign net operating losses. The
remaining balance of the deferred tax assets is expected to be realized through
future operating results and the reversal of taxable temporary differences.
The company has not recognized a deferred tax liability of approximately
$31.5 million for the undistributed earnings of certain non-U.S. subsidiaries
that arose in prior years because the company currently does not expect those
unremitted earnings to reverse and become taxable to the company in the
foreseeable future. A deferred tax liability will be recognized when the
company expects that it will realize those undistributed earnings in a taxable
manner, such as through receipt of dividends or sale of investments. As of
March 31, 2001, the undistributed earnings of these subsidiaries were
approximately $90 million.
The company receives a tax benefit that is generated by certain employee
stock benefit plan transactions. This benefit is recorded directly to
additional paid-in-capital and does not reduce the company's effective income
tax rate. The tax benefit for the years ended March 31, 2001, 2000 and 1999
totaled approximately $2.3 million, $30,000 and $146,000, respectively.
F-11
<PAGE>
(4) LONG-TERM DEBT
At March 31, 2001 the company had a $200 million revolving credit facility
with a group of banks and at that date there were no borrowings outstanding
under the facility. On April 20, 2001 the company signed a new $200 million
revolving credit and term loan agreement which became effective April 26, 2001.
Under the new agreement, borrowings bear interest, at the company's option, at
prime or Federal Funds rates plus .5% or Eurodollar rates plus margins from .5%
to .75% based on the company's funded debt to total capitalization ratio. The
new revolving credit commitment will expire on April 30, 2004, at which time the
then outstanding balance will convert to a term loan payable in eight quarterly
installments beginning July 31, 2004. All of the borrowings under the agreement
are unsecured and the company pays an annual fee of .225% on the unused portion
of the facility.
Under the terms of the agreement, the company has agreed to limitations on
future levels of investments and aggregate indebtedness, and maintenance of
certain debt to capitalization ratios and also debt to earnings ratios. The
agreement also limits the company's ability to encumber its assets for the
benefit of others.
(5) BENEFIT PLANS
Upon meeting various citizenship, age and service requirements, employees are
eligible to participate in a defined contribution savings plan and can
contribute from 2% to 15% of their base salary to an employee benefit trust.
The company matches with company common stock 50% of the employee's contribution
to the plan up to a maximum of 6% of the employee's base salary. The plan held
434,746 shares and 424,503 shares of the company's common stock at March 31,
2001 and 2000, respectively. Amounts charged to expense for the plan for 2001,
2000 and 1999 were $1.8 million, $1.7 million and $1.8 million, respectively.
A defined benefits pension plan covers certain U.S. citizen employees and
employees who are permanent residents of the United States. Benefits are based
on years of service and employee compensation. The company's policy is to fund
the plan based upon minimum funding requirements of the Employee Retirement
Income Security Act of 1974. The company also has a supplemental retirement plan
(supplemental plan) that provides pension benefits to certain employees in
excess of those allowed under the company's tax-qualified pension plan. Certain
benefits programs are maintained in several other countries which provide
retirement income for covered employees.
Qualified retired employees currently are covered by a program which provides
limited health care and life insurance benefits. Costs of the program are based
on actuarially determined amounts and are accrued over the period from the date
of hire to the full eligibility date of employees who are expected to qualify
for these benefits. This plan is not funded.
Changes in plan assets and obligations during the years ended March 31, 2001
and 2000 and the funded status of the U.S. defined benefits pension plan and the
supplemental plan (referred to collectively as
F-12
<PAGE>
"Pension Benefits") and the postretirement health care and life insurance plan
(referred to as "Other Benefits") at March 31, 2001 and 2000 were as follows:
<TABLE>
<CAPTION>
(in thousands)
Pension Benefits Other Benefits
- ---------------------------------------------------------------------------------------------
2001 2000 2001 2000
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $34,684 34,798 13,336 15,526
Service cost 890 1,014 848 900
Interest cost 2,616 2,432 979 942
Participant contributions --- --- 286 265
Plan amendments --- --- --- (976)
Benefits paid (1,158) (1,073) (860) (829)
Actuarial (gain) loss 2,405 (2,487) 1,186 (2,492)
- ---------------------------------------------------------------------------------------------
Benefit obligation at end of year $39,437 34,684 15,775 13,336
- ---------------------------------------------------------------------------------------------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $31,073 29,102 --- ---
Actual return 2,627 2,961 --- ---
Employer contributions 184 83 574 564
Participant contributions --- --- 286 265
Benefits paid (1,158) (1,073) (860) (829)
- ---------------------------------------------------------------------------------------------
Fair value of plan assets at end of year $32,726 31,073 --- ---
- ---------------------------------------------------------------------------------------------
Funded (unfunded) status (6,710) (3,611) (15,775) (13,336)
Unrecognized actuarial (gain) loss 1,202 (1,169) (4,037) (5,570)
Unrecognized prior service cost 555 687 (67) (129)
- ---------------------------------------------------------------------------------------------
Net accrued benefit cost $(4,953) (4,093) (19,879) (19,035)
============================================================================================
NET ACCRUED BENEFIT COST CONSISTS OF:
Prepaid benefit cost $ 1,783 1,869 --- ---
Accrued benefit liability (8,085) (5,962) (19,879) (19,035)
Accumulated other comprehensive income 1,349 --- --- ---
- ---------------------------------------------------------------------------------------------
Net accrued benefit cost $(4,953) (4,093) (19,879) (19,035)
============================================================================================
</TABLE>
For pension plans with benefit obligations in excess of plan assets, the
projected benefit obligation at March 31, 2001 and 2000 was $9.0 million and
$6.6 million, respectively. The accumulated benefit obligation for pension
plans with benefit obligations in excess of plan assets was $8.1 million and
$5.4 million at March 31, 2001 and 2000, respectively.
Net periodic pension cost for the U.S. defined benefit pension plan and the
supplemental plan for 2001, 2000 and 1999 include the following components:
<TABLE>
<CAPTION>
(in thousands)
2001 2000 1999
- -------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 890 1,014 848
Interest cost 2,616 2,432 2,189
Expected return on plan assets (2,900) (2,718) (2,693)
Amortization of prior service cost 126 204 269
Recognized actuarial (gain) loss 312 538 (29)
- -------------------------------------------------------------------
Net periodic pension cost $ 1,044 1,470 584
===================================================================
</TABLE>
Net periodic postretirement health care and life insurance costs for 2001,
2000 and 1999 include the following components:
<TABLE>
<CAPTION>
(in thousands)
2001 2000 1999
------ ----- -----
<S> <C> <C> <C>
Service cost $ 848 900 1,068
Interest cost 979 942 961
Other amortization and deferral (409) (284) (205)
- --------------------------------------------------------------------------------------------
Net periodic postretirement benefit cost $1,418 1,558 1,824
============================================================================================
</TABLE>
F-13
<PAGE>
Assumptions used in actuarial calculations were as follows:
<TABLE>
<CAPTION>
2001 2000 1999
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate 7.5% 7.5% 7.0%
Expected long-term rate of return on assets 8.3% 9.5% 9.5%
Rates of annual increase in compensation levels 4.0% 4.0% 4.0%
============================================================================================
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation will be 7% in 2002, gradually declining to 5%
in the year 2006 and thereafter. A 1% increase in the assumed health care cost
trend rates for each year would increase the accumulated postretirement benefit
obligation by approximately $2.3 million at March 31, 2001 and increase the cost
for the year ended March 31, 2001 by $.3 million. A 1% decrease in the assumed
health care cost trend rates for each year would decrease the accumulated
postretirement benefit obligation by approximately $1.9 million at March 31,
2001 and decrease the cost for the year ended March 31, 2001 by $.2 million.
A defined contribution retirement plan covers all eligible U.S. fleet
personnel, along with all new eligible employees of the company hired after
December 31, 1995. This plan is noncontributory by the employee, but the
company has contributed in cash 3% of an eligible employee's compensation to an
employee benefit trust. The cost of the plan for fiscal 2001, 2000 and 1999 was
$2.3 million, $2.2 million and $1.7 million, respectively. Fiscal 1999 cost of
the plan has been reduced by $.9 million of forfeitures due to employee
severances.
(6) OTHER ASSETS, OTHER LIABILITIES AND DEFERRED CREDITS AND ACCUMULATED OTHER
COMPREHENSIVE INCOME
A summary of other assets at March 31 follows:
<TABLE>
<CAPTION>
(in thousands)
2001 2000
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Recoverable insurance losses $38,907 49,549
Assets held for sale 19,299 23,545
Deferred income tax assets 28,948 27,214
Other 12,695 11,023
- -----------------------------------------------------------------------------------------------------------
$99,849 111,331
===========================================================================================================
A summary of other liabilities and deferred credits at March 31 follows:
(in thousands)
2001 2000
- -----------------------------------------------------------------------------------------------------------
Postretirement benefits liability $19,879 19,035
Pension liability 4,953 4,093
Minority interests in net assets of subsidiaries 3,460 3,782
Deferred vessel revenues 7,628 11,692
Other 13,219 10,071
- -----------------------------------------------------------------------------------------------------------
$49,139 48,673
===========================================================================================================
A summary of accumulated other comprehensive income at March 31 follows:
(in thousands)
2001 2000
- -----------------------------------------------------------------------------------------------------------
Currency translation adjustments $10,580 10,580
Unrealized gains on available-for-sale securities (529) (676)
Supplemental Executive Retirement Plan minimum liability 877 ---
- -----------------------------------------------------------------------------------------------------------
$10,928 9,904
===========================================================================================================
</TABLE>
(7) CAPITAL STOCK
The company has 125 million shares of $.10 par value common stock authorized.
At March 31, 2001 and 2000, 60,543,181 shares and 60,561,892 shares,
respectively, were issued. At March 31, 2001 and 2000, 4,506,962 and 4,911,445
shares, respectively, were held by the Grantor Trust Stock Ownership
F-14
<PAGE>
Program, which are not included in common shares outstanding for earnings per
share calculations. At March 31, 2001 and 2000, three million shares of no par
value preferred stock were authorized and unissued.
Under the company's stock option and restricted stock plans, the Compensation
Committee of the Board of Directors has authority to grant stock options and
restricted shares of the company's stock to officers and other key employees.
At March 31, 2001, 3,844,211 shares of common stock are reserved for issuance
under the plans of which 286,744 shares are available for future grants. Stock
options are granted with an exercise price equal to the stock's fair market
value at the date of grant. All outstanding stock options have ten-year terms
and most of the outstanding options vest and become exercisable in equal
installments over a three-year period from the grant date.
The per share weighted-average fair values of stock options granted during
fiscal years 2001, 2000 and 1999 were $18.60, $13.28 and $8.37, respectively, on
the dates of grant using the Black Scholes option-pricing model with the
following weighted-average assumptions:
<TABLE>
<CAPTION>
2001 2000 1999
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Risk-free interest rate 4.70% 6.50% 5.15%
Expected dividend yield 1.20% 2.00% 2.50%
Expected stock price volatility 48.43% 45.71% 42.79%
Expected stock option life 5 years 5 years 5 years
=============================================================================
</TABLE>
The company applies APB Opinion No. 25 in accounting for its plans and,
accordingly, no compensation cost has been recognized for its stock options in
the consolidated financial statements. Had the company determined compensation
cost based on the fair value at the grant date for its stock options under SFAS
No. 123, the company's net earnings would have been reduced to the pro forma
amounts as follows:
<TABLE>
<CAPTION>
2001 2000 1999
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings (in thousands):
As reported $86,143 76,590 210,719
Pro forma $78,232 69,434 204,778
Earnings per common share:
As reported $ 1.55 1.38 3.68
Pro forma $ 1.40 1.25 3.58
Diluted earnings per common share:
As reported $ 1.53 1.37 3.68
Pro forma $ 1.39 1.24 3.58
=============================================================================
</TABLE>
Stock option activity during 2001, 2000 and 1999 was as follows:
<TABLE>
<CAPTION>
Weighted-average Number
Exercise Price of Shares
- ----------------------------------------------------------------------------
<S> <C> <C>
Balance at March 31, 1998 $38.89 1,960,065
Granted 23.18 1,121,000
Exercised 19.78 (33,061)
Expired or cancelled 42.04 (38,998)
- ----------------------------------------------------------------------------
Balance at March 31, 1999 33.21 3,009,006
Granted 32.02 609,000
Exercised 15.64 (33,699)
Expired or cancelled 33.77 (24,000)
- ----------------------------------------------------------------------------
Balance at March 31, 2000 33.17 3,560,307
Granted 42.68 616,000
Exercised 22.79 (358,397)
Expired or cancelled 35.00 (264,169)
- ----------------------------------------------------------------------------
Balance at March 31, 2001 $35.73 3,553,741
=============================================================================
</TABLE>
F-15
<PAGE>
The 3,553,741 options outstanding at March 31, 2001 fall into three general
exercise-price ranges as follows:
<TABLE>
<CAPTION>
Exercise Price Range
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$12.13 - $22.75 $23.38 - $35.75 $39.00-$59.00
- -------------------------------------------------------------------------------------------------------------
Options outstanding at March 31, 2001 883,547 881,000 1,789,194
Weighted average exercise price $ 22.42 $ 29.62 $ 45.30
Weighted average remaining contractual life 7.4 years 7.4 years 7.5 years
Options exercisable at March 31, 2001 578,870 536,652 1,295,694
Weighted average exercise price of options exercisable
at March 31, 2001 $ 22.24 $ 27.93 $ 46.20
=============================================================================================================
</TABLE>
At March 31, 2001, 2000, and 1999, the number of options exercisable under
the stock option plans was 2,411,216, 2,049,618, and 1,302,653, respectively;
and the weighted average exercise price of those options was $36.38, $35.02, and
$34.47, respectively.
A total of 38,900 shares of restricted common stock of the company were
granted to certain key employees during fiscal years 1998 through 2000. These
restricted shares vest and become freely transferable over a four-year period
provided the employee remains employed by the company during the vesting period.
During the restricted period, the restricted shares may not be transferred or
encumbered, but the recipient has the right to vote and receive dividends on the
restricted shares. The fair market value of the stock at the time of the grants
totaled approximately $1.7 million and was classified in stockholders' equity as
deferred compensation - restricted stock. The deferred amount is being
amortized by equal monthly charges to earnings over the four-year vesting
period.
In accordance with an employment agreement with the company's chairman of the
board entered into on September 25, 1997, 50,000 shares of restricted common
stock were granted on that date. These restricted shares vest at varying
intervals when the average market price of the common stock reaches certain
predetermined levels. The fair market value of the stock at the time of grant
totaling approximately $3 million was deferred and is being amortized by equal
monthly charges to earnings over five years.
From time to time the company's Board of Directors has authorized share
repurchase programs whereby the company could purchase shares of company common
stock in the open market or through privately negotiated transactions. There
were no stock repurchases during fiscal years 2001 or 2000 and all previously
authorized programs had expired by March 31, 2000. During fiscal year 1999 the
company repurchased 3,950,000 shares of company common stock at a total cost of
$109.3 million, or $27.67 per share.
On January 29, 1999 the company established a Grantor Trust Stock Ownership
Program in connection with which the company entered into a trust agreement with
a bank providing for the establishment of the related trust (the "trust"). The
trust is designed to acquire, hold and distribute shares of the common stock of
the company to provide for the payment of benefits and compensation under the
company's employee benefit plans, including its stock option plans and 401(k)
plan. The trust will not increase or alter the amount of benefits or
compensation that will be paid under these plans.
On January 29, 1999 the company sold at market value 5,000,000 shares (the
"acquired shares") of common stock to the trust for $107,187,500, or $21.4375
per share. In payment for the acquired shares, the trust paid $500,000 in cash
and issued a promissory note payable to the company for the remaining balance.
Acquired shares will be released to satisfy the company's obligations to pay
benefits under company benefit plans as the promissory note is paid down or
forgiven.
For financial reporting purposes the trust is consolidated with the company.
Any dividend transactions between the company and the trust are eliminated.
Acquired shares held by the trust remain valued at the market price at the date
of purchase and are shown as a reduction to stockholders' equity in the
company's
F-16
<PAGE>
consolidated balance sheet. The difference between the trust share value and the
fair market value on the date shares are released from the trust is included in
additional paid-in capital. Common stock held in the trust is not considered
outstanding in the computation of earnings per share. The trust held 4,506,962
and 4,911,445 shares of common stock at March 31, 2001 and 2000, respectively.
The trustee will vote or tender shares held by the trust in accordance with the
confidential instructions of participants in the company's stock option plans
and 401(k) plan.
Under a Shareholder Rights Plan, one preferred stock purchase right has been
distributed as a dividend for each outstanding common share. Each right
entitles the holder to purchase, under certain conditions, one one-hundredth of
a share of Series A Participating Preferred Stock at an exercise price of $160,
subject to adjustment. The rights will not be exercisable unless a person (as
defined in the plan) acquires beneficial ownership of 15% or more of the
outstanding common shares, or a person commences a tender offer or exchange
offer, which upon its consummation such person would beneficially own 15% or
more of the outstanding common shares. The Board of Directors is authorized in
certain circumstances to lower the beneficial ownership percentage to not less
than 10%.
If after the rights become exercisable a person becomes the beneficial owner
of 15% or more of the outstanding common shares (except pursuant to an offer for
all shares approved by the Board of Directors), each holder (other than the
acquirer) will be entitled to receive, upon exercise, common shares having a
market value of twice the exercise price. In addition, if the company is
involved in a merger (other than a merger which follows an offer for all shares
approved by the Board of Directors), major sale of assets or other business
combination after a person becomes the beneficial owner of 15% or more of the
outstanding common shares, each holder of a right (other than the acquirer) will
be entitled to receive, upon exercise, common stock of the acquiring company
having a market value of twice the exercise price.
The rights may be redeemed for $.01 per right at any time prior to ten days
following the acquisition by a person of 15% or more of the outstanding common
shares. The rights expire on November 1, 2006.
(8) COMMITMENTS AND CONTINGENCIES
An employment agreement exists with the company's chairman of the board
whereby he will serve in such capacity as well as president and chief executive
officer through March 28, 2002. The terms of the employment agreement provide
for an annual base salary and certain other benefits. Compensation continuation
agreements exist with all other officers of Tidewater Inc. whereby each receives
compensation and benefits in the event that their employment is terminated
following certain events relating to a change in control of the company. The
maximum amount of cash compensation that could be paid under the agreements,
based on present salary levels, is approximately $16.4 million.
On January 10, 2001, the company entered into agreements with three shipyards
for the construction of 12 vessels for a total estimated cost of approximately
$305 million. Seven of the vessels to be constructed are large platform supply
vessels and five are large anchor-handling towing supply vessels capable of
working in most deepwater markets of the world. Four of the platform supply
vessels will be constructed at the company's shipyard, Quality Shipyards LLC,
while the remaining eight vessels will be built at two Far East shipyards. As
of March 31, 2001, $43.3 million has been expended on these 12 vessels of the
estimated $305 million total commitment. Scheduled delivery of the vessels will
commence in December 2001 with final delivery of the last vessel expected in
January 2003.
The company has also committed to the construction of five additional vessels
for a total of approximately $52.9 million. These vessels consist of three
large platform supply vessels under construction in Norway with scheduled
completion dates in April, May and September 2001 and two large crewboats being
built at U.S. shipyards to be delivered in April 2001 and January 2002. As of
March 31, 2001, $11.3 million has been expended on these vessels.
F-17
<PAGE>
In February 2001 the company committed to a $48 million cash purchase,
subject to final inspection and various other closing matters, of two anchor-
handling towing supply vessels specifically designed and equipped for deepwater
work. The purchase of the vessels was finalized on April 11, 2001.
Various legal proceedings and claims are outstanding which arose in the
ordinary course of business. In the opinion of management, the amount of
ultimate liability, if any, with respect to these actions will not have a
materially adverse effect on the company's financial position or results of its
ongoing operations.
(9) FINANCIAL INSTRUMENTS
The company's financial instruments consist primarily of cash and cash
equivalents, trade receivables and trade payables whose book values are
considered to be representative of their respective fair values. The company
also periodically enters into spot and forward currency derivative financial
instruments as a hedge against foreign currency denominated assets and
liabilities and currency commitments.
Spot contracts are short-term in nature and settle within two business days.
The fair value approximates the carrying value due to the short-term nature of
this instrument, and as a result, no gains or losses are recognized. At March
31, 2001, 2000 and 1999 the company had no spot contracts outstanding.
Forward currency contracts are generally longer-term in nature but generally
do not exceed one year. Any gains or losses on forward contracts are deferred
if the transaction qualifies as a hedge. At March 31, 2001 the company had one
forward contract outstanding totaling $11 million that qualified as a hedge
instrument. The forward contract was purchased to hedge against any possible
foreign exchange exposure the company may experience with its commitment to a
Norwegian shipyard that is currently constructing one platform supply vessel for
delivery in September 2001 as disclosed in Note 8 above. The company had no
outstanding derivative financial instruments at March 31, 2000 or 1999.
F-18
<PAGE>
(10) SEGMENT AND GEOGRAPHIC DISTRIBUTION OF OPERATIONS
The company follows SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" but operates in only one business segment.
The following table provides a comparison of revenues, operating profit,
identifiable assets, and depreciation and amortization and additions to
properties and equipment for the years ended March 31. Vessel revenues and
operating costs relate to vessels owned and operated by the company while other
marine services relate to the activities of the company's shipyards, brokered
vessels and other miscellaneous marine-related businesses.
<TABLE>
<CAPTION>
(in thousands)
2001 2000 1999
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Marine revenues (A):
Vessel revenues:
United States $ 197,660 140,090 296,161
International (B) 386,271 398,427 614,887
- ----------------------------------------------------------------------------------------------------------
583,931 538,517 911,048
Other marine services 32,748 36,298 57,944
- ----------------------------------------------------------------------------------------------------------
$ 616,679 574,815 968,992
==========================================================================================================
Marine operating profit:
Vessel activity:
United States $ 26,812 (4,694) 96,376
International 65,241 78,888 171,213
- ----------------------------------------------------------------------------------------------------------
92,053 74,194 267,589
Gains on sales of assets 22,750 19,441 2,949
Other marine services 7,137 6,254 12,526
- ----------------------------------------------------------------------------------------------------------
121,940 99,889 283,064
Other income 19,701 17,117 8,439
Corporate expenses (13,026) (11,012) (12,317)
Interest and other debt costs (1,195) (714) (2,445)
- ----------------------------------------------------------------------------------------------------------
Earnings before income taxes $ 127,420 105,280 276,741
==========================================================================================================
Identifiable assets:
Marine:
United States $ 292,952 268,234 317,411
International (B) 1,047,283 857,705 970,853
- ----------------------------------------------------------------------------------------------------------
1,340,235 1,125,939 1,288,264
Investments in and advances to unconsolidated Marine companies 16,544 23,275 17,307
- ----------------------------------------------------------------------------------------------------------
1,356,779 1,149,214 1,305,571
General corporate 148,713 283,122 88,887
- ----------------------------------------------------------------------------------------------------------
$1,505,492 1,432,336 1,394,458
==========================================================================================================
Depreciation and amortization:
Marine equipment depreciation $ 69,596 72,662 84,823
General corporate depreciation 761 670 790
Goodwill amortization 9,170 9,170 9,170
- ----------------------------------------------------------------------------------------------------------
$ 79,527 82,502 94,783
==========================================================================================================
Additions to properties and equipment:
Marine equipment operations $ 302,706 56,476 40,959
General corporate 87 886 7,324
- ----------------------------------------------------------------------------------------------------------
$ 302,793 57,362 48,283
==========================================================================================================
</TABLE>
(A) One customer accounted for 11% and 12% of revenues for the fiscal year
ended March 31, 2001 and 2000, respectively. In fiscal 1999 a different
customer accounted for 8% of revenues.
(B) Marine support services are conducted worldwide with assets that are highly
mobile. Revenues are principally derived from offshore service vessels,
which regularly and routinely move from one operating area to another, often
to and from offshore operating areas in different continents. Because of
this asset mobility, revenues and long-lived assets attributable to the
company's international marine operations in any one country are not
"material" as that term is defined by SFAS No. 131. Equity in net assets of
non-U.S. subsidiaries is $798.5 million, $581.9 million and $674.5 million
at March 31, 2001, 2000, and 1999, respectively. Other international
identifiable assets include accounts receivable and other balances
denominated in currencies other than the U.S. dollar which aggregate
approximately $5.5 million, $5.0 million, and $12.9 million at March 31,
2001, 2000, and 1999, respectively. These amounts are subject to the usual
risks of fluctuating exchange rates and government-imposed exchange
controls.
F-19
<PAGE>
(11) SUPPLEMENTARY INFORMATION--QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
Years Ended March 31, 2001 and 2000
(in thousands, except per share data)
2001 First Second Third Fourth
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marine revenues $136,884 146,137 159,127 174,531
======================================================================
Marine operating profit $ 9,935 36,645 31,586 43,774
======================================================================
Net earnings $ 8,158 26,297 22,339 29,349
======================================================================
Earnings per share $ .15 .47 .40 .53
======================================================================
Diluted earnings per share $ .15 .47 .40 .52
======================================================================
2000 First Second Third Fourth
- ----------------------------------------------------------------------
Marine revenues $154,530 138,946 141,770 139,569
======================================================================
Marine operating profit $ 24,671 27,291 22,232 25,695
======================================================================
Net earnings $ 16,462 18,885 22,233 19,010
======================================================================
Earnings per share $ .30 .34 .40 .34
======================================================================
Diluted earnings per share $ .30 .34 .40 .34
======================================================================
</TABLE>
Operating profit consists of revenues less operating costs and expenses,
depreciation, general and administrative expenses and other income and expenses
of the Marine division.
See Notes 2 and 3 for detailed information regarding transactions which
affect fiscal 2001 and 2000 quarterly amounts. A discussion of current market
conditions appears in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
F-20
<PAGE>
SCHEDULE II
TIDEWATER INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED MARCH 31, 2001, 2000 AND 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
----------- --------- -------- ----------- --------
Balance
Balance at at
Beginning Additions End of
Description of period at Cost Deductions Period
------------- ----------- --------- ----------- --------
<S> <C> <C> <C> <C>
2001
Deducted in balance sheet from
trade accounts receivable:
Allowance for doubtful accounts $12,331 664 5,014(A) 7,981
======= ====== ===== ======
Deducted in balance sheet from
other assets:
Amortization of goodwill $28,058 9,170 --- 37,228
======= ====== ===== ======
Amortization of prepaid rent and
debt issuance costs $ 3,666 146 --- 3,812
======= ====== ===== ======
2000
Deducted in balance sheet from
trade accounts receivables:
Allowance for doubtful accounts $11,125 1,800 594(A) 12,331
======= ====== ===== ======
Deducted in balance sheet from
other assets:
Amortization of goodwill $18,888 9,170 --- 28,058
======= ====== ===== ======
Amortization of prepaid rent and
debt issuance costs $ 3,423 243 --- 3,666
======= ====== ===== ======
1999
Deducted in balance sheet from
trade accounts receivables:
Allowance for doubtful accounts $14,078 685 3,638(A) 11,125
======= ====== ===== ======
Deducted in balance sheet from
other assets:
Amortization of goodwill $ 9,718 9,170 --- 18,888
======= ====== ===== ======
Amortization of prepaid rent and
debt issuance costs $ 2,501 922 --- 3,423
======= ====== ===== ======
</TABLE>
(A) Accounts receivable amounts considered uncollectible and removed from
accounts receivable by reducing allowance for doubtful accounts.
F-21
<PAGE>
TIDEWATER INC
EXHIBITS FOR THE
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED MARCH 31, 2001
<PAGE>
EXHIBIT INDEX
The index below describes each exhibit filed as a part of this report.
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference to
a prior filing as indicated.
3(a) - Restated Certificate of Incorporation of Tidewater Inc. (filed with the
Commission as Exhibit 3(a) to the company's quarterly report on Form
10-Q for the quarter ended September 30, 1993).
3(b) - Tidewater Inc. Bylaws (filed with the Commission as Exhibit 3(b) to the
company's quarterly report on Form 10-Q for the quarter ended June 30,
1999).
4(a) - Restated Rights Agreement dated as of September 19, 1996 between
Tidewater Inc. and The First National Bank of Boston (filed with the
Commission as Exhibit 1 to Form 8-A on September 30, 1996).
*10(a) - $200,000,000 Revolving Credit and Term Loan Agreement dated April 26,
2001.
10(b) - Tidewater Inc. 1975 Incentive Program Stock Option Plan, as amended in
1990 (filed with the Commission as Exhibit 10(c) to the company's
annual report on Form 10-K for the fiscal year ended March 31, 1991).
*10(c) - Tidewater Inc. Amended and Restated 1992 Stock Option and Restricted
Stock Plan dated July 27, 2000.
10(d) - Tidewater Inc. Second Amended and Restated Supplemental Executive
Retirement Plan dated October 1, 1999 (filed with the Commission as
Exhibit 10(f) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(e) - Second Amended and Restated Employees' Supplemental Savings Plan of
Tidewater Inc. dated October 1, 1999 (filed with the Commission as
Exhibit 10(d) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(f) - Supplemental Health Plan for Executive Officers of Tidewater Inc.
(filed with the Commission as Exhibit 10(i) to a Registration Statement
on September 12, 1989, Registration No. 33-31016).
10(g) - Amended and Restated Deferred Compensation Plan for Outside Directors
of Tidewater Inc., effective October 1, 1999 (filed with the Commission
as Exhibit 10(I) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(h) - Restated Non-Qualified Pension Plan for Outside Directors of Tidewater
Inc., effective October 1, 1999 (filed with the Commission as Exhibit
10(h) to the company's quarterly report on Form 10-Q for the quarter
ended December 31, 1999).
10(i) - Amended and Restated Change of Control Agreement dated October 1, 1999
between Tidewater and William C. O'Malley (filed with the Commission as
Exhibit 10(b) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
10(j) - Form of Amended and Restated Change of Control Agreement dated October
1, 1999 with three executive officers of Tidewater Inc. (filed with the
Commission as Exhibit 10(c) to the company's quarterly report on Form
10-Q for the quarter ended December 31, 1999).
10(k) - Tidewater Inc. 1996 Annual Incentive Plan (filed with the Commission as
Exhibit 10(m) to the company's annual report on Form 10-K for the
fiscal year ended March 31, 1997).
<PAGE>
10(l) - Employment Agreement dated September 25, 1997 between Tidewater Inc.
and William C. O'Malley (filed with the Commission as Exhibit 10 to the
company's report on Form 10-Q for the quarter ended September 30,
1997).
10(m) - Amendment No. 1 to Employment Agreement dated October 1, 1999 between
Tidewater Inc. and William C. O'Malley (filed with the Commission as
Exhibit 10(a) to the company's quarterly report on Form 10-Q for the
quarter ended December 31, 1999).
*10(n) - Restated Tidewater Inc. 1997 Stock Incentive Plan dated June 9, 2000.
10(o) - Restated Non-Qualified Deferred Compensation Plan and Trust Agreement
as Restated October 1, 1999 between Tidewater Inc. and Merrill Lynch
Trust Company of America (filed with the Commission as Exhibit 10(e) to
the company's quarterly report on Form 10-Q for the quarter ended
December 31, 1999).
10(p) - Second Restated Executives Supplemental Retirement Trust as Restated
October 1, 1999 between Tidewater Inc. and Hibernia National Bank
(filed with the Commission as Exhibit 10(j) to the company's quarterly
report on Form 10-Q for the quarter ended December 31, 1999).
*10(q) - Continuing Employment and Separation Agreement ("Agreement") between
the Company and Richard M. Currence dated December 31, 2000.
*10(r) - Amendment To Restated Tidewater Inc. 1997 Stock Incentive Plan dated
June 9, 2000.
*21 - Subsidiaries of the company.
*23 - Consents of Independent Auditors.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>2
<FILENAME>dex10a.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
Exhibit 10(a)
REVOLVING CREDIT AND TERM LOAN AGREEMENT
AMONG
TIDEWATER INC., ET AL
(as Companies)
FLEET NATIONAL BANK
(as Administrative Agent)
BANK ONE, NA
(as Documentation Agent)
THE CHASE MANHATTAN BANK
(as Syndication Agent)
and
CERTAIN BANKS
(as Lenders)
$200,000,000.00
Dated: as of April 26, 2001
<PAGE>
ii
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
Introduction................................................................... 1
Section 1. Commitment of Lenders.............................................. 1
1.1 Line of Credit; Term Loan.............................................. 1
1.2 Borrowing Procedure Under the Credit Facility.......................... 2
1.3 Use of Proceeds........................................................ 2
1.4 Liability of the Companies; Additional Domestic Subsidiaries........... 2
Section 2. Promissory Notes................................................... 3
2.1 Line of Credit Notes................................................... 3
2.2 Term Notes............................................................. 3
2.3 Principal Payment Dates................................................ 3
Section 3. Interest and Fees.................................................. 3
3.1 Interest............................................................... 3
3.2 Administrative Agent's Determination................................... 4
3.3 Interest Payment Dates; Late Payment and Default Rate.................. 7
3.4 Facility Fee; Agents' Fee.............................................. 8
3.5 Method of Calculating Interest and Fees................................ 8
Section 4. Payments, Reduction or Termination of the Credit
Facility and Prepayments...................................... 8
4.1 Place of Payment....................................................... 8
4.2 Reduction of Facility Credit; Prepayments.............................. 8
4.3 Prepayments of Term Notes.............................................. 9
4.4 Pro Rata Payments...................................................... 9
Section 5. Representations and Warranties of the Companies.................... 9
5.1 Corporate Existence.................................................... 9
5.2 Authorization; Validity................................................ 10
5.3 Conflicting Agreements and Other Matters............................... 10
5.4 Financial Statements................................................... 10
5.5 Litigation and Contingent Liabilities.................................. 11
5.6 Outstanding Debt....................................................... 11
5.7 Title to Properties.................................................... 11
5.8 Purpose................................................................ 11
5.9 Margin Stock........................................................... 11
5.10 ERISA.................................................................. 12
5.11 Consents............................................................... 12
</TABLE>
<PAGE>
iii
<TABLE>
<CAPTION>
<S> <C>
5.12 Tax Returns; Taxes..................................................... 12
5.13 Compliance with Laws................................................... 12
5.14 Foreign Assets Control Regulations..................................... 12
5.15 Disclosure............................................................. 13
5.16 Environmental Matters.................................................. 13
5.17 Special Provisions..................................................... 14
Section 6. Covenants of the Companies......................................... 14
6.1 Financial Statements................................................... 14
6.2 Inspection of Property and Books and Records........................... 17
6.3 Covenant to Secure Notes Equally....................................... 17
6.4 Guaranteed or Collateralized Obligations............................... 17
6.5 Maintenance of Insurance............................................... 18
6.6 Maintenance of Corporate Existence/Compliance with Law/
Preservation of Property......................................... 18
6.7 Compliance with Environmental Laws..................................... 18
6.8 Liens.................................................................. 19
6.9 Investments............................................................ 20
6.10 Dispositions of Stock and Debt......................................... 21
6.11 Mergers and Consolidations............................................. 22
6.12 Minimum EBITDA to Fixed Charge Ratio................................... 22
6.13 Maximum Funded Debt to EBITDA Ratio.................................... 22
6.14 Maximum Funded Debt to Total Capitalization Ration..................... 22
6.15 Transactions with Related Party........................................ 22
6.16 Stock Transactions by Subsidiaries..................................... 23
6.17 ERISA.................................................................. 23
6.18 Federal Reserve Regulations, etc....................................... 23
6.19 Environmental Matters.................................................. 23
6.20 Taxes.................................................................. 24
Section 7A. Conditions Precedent to the Funding of the Initial Advance under
the Credit Facility.......................................... 24
7A.1 Resolutions of the Companies........................................... 24
7A.2 Organization Documents; Good Standing.................................. 24
7A.3 Incumbency............................................................. 24
7A.4 Notes 24
7A.5 Officer's Certificate.................................................. 24
7A.6 Opinion................................................................ 24
7A.7 Payment of Fees and Expenses........................................... 25
Section 7B. Conditions Precedent to the Funding of the Term Loan.............. 25
7B.1 Notes.................................................................. 25
7B.2 Officer's Certificate.................................................. 25
</TABLE>
<PAGE>
iv
<TABLE>
<CAPTION>
<S> <C>
Section 8. Conditions Precedent to Subsequent Advances Under the Line of
Credit and Funding of the Term Loan............................ 25
8.1 Default................................................................ 26
8.2 Representations and Warranties......................................... 26
Section 9. Events of Default; Remedies; Set Offs.............................. 26
9.1 Events of Default...................................................... 26
9.2 Remedies............................................................... 28
9.3 Waiver of Set-Offs..................................................... 28
Section 10. The Agents......................................................... 28
10.1 Appointment and Authorization.......................................... 29
10.2 Agents' Reliance....................................................... 29
10.3 Acts by Administrative Agent after Default, etc........................ 30
10.4 Lender Credit Decision................................................. 30
10.5 Agents................................................................. 30
10.6 Assignments and Participations......................................... 31
10.7 Indemnification of the Agents.......................................... 32
Section 11. General........................................................... 32
11.1 Definitions............................................................ 32
11.2 Financial Terms........................................................ 42
11.3 Delay.................................................................. 42
11.4 Notices................................................................ 43
11.5 Costs, Expenses and Taxes; Indemnification............................. 44
11.6 Foreign Lenders........................................................ 45
11.7 Severability........................................................... 46
11.8 Counterparts........................................................... 47
11.9 Law.................................................................... 47
11.10 Successors............................................................. 47
11.11 Singular and Plural.................................................... 47
11.12 Amendments............................................................. 47
11.13 Entire Agreement....................................................... 47
Signatures..................................................................... 48
Exhibit A List of Domestic Subsidiaries..................................... 58
Exhibit B Commitments of Lenders............................................ 59
Exhibit C Form of Line of Credit Note....................................... 62
Exhibit D Form of Term Note................................................. 65
Exhibit E Form of Assignment and Acceptance................................. 68
</TABLE>
<PAGE>
v
Schedule 2 Permitted Liens
Schedule 5.16 Environmental Matters
<PAGE>
1
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "Agreement") dated as of
April 26, 2001 (the "Effective Date"), by and among Tidewater Inc., a Delaware
corporation (the "Company"), the Domestic Subsidiaries (as hereinafter defined)
of the Company named on Exhibit "A", attached hereto and made a part hereof, the
----------
respective state of incorporation of each of which Domestic Subsidiaries being
set forth opposite its name and which Domestic Subsidiaries constitute all of
the Domestic Subsidiaries of the Company (herein together with the Company
called the "Companies"), and Fleet National Bank, a national banking
association, as administrative agent (the "Administrative Agent"), Bank One, NA,
a national banking association, as documentation agent (the "Documentation
Agent") and The Chase Manhattan Bank, as Syndication Agent (the "Syndication
Agent")(the Administrative Agent, the Documentation Agent and the Syndication
Agent, collectively, the "Agents"), and the banks listed on the signature pages
hereof (the "Lenders").
RECITALS
--------
A. Subject to the terms and conditions of this Agreement, the Lenders
have severally agreed to make a $200,000,000 revolving line of credit available
to the Companies, and the Companies have agreed to accept the line of credit
from the Lenders.
B. The Companies, Agents and Lenders desire to set forth the terms and
conditions of the line of credit herein.
AGREEMENT
---------
NOW, THEREFORE, for and in consideration of the mutual covenants,
agreements and undertakings herein contained, the Agents, Lenders and the
Companies hereby agree as follows:
Section 1. Commitment of Lenders. Subject to the terms and conditions
---------------------
hereof, each Lender severally agrees to make a line of credit and loan to the
Companies, on the terms and conditions set forth in this Agreement, in the
aggregate principal amounts set forth on Exhibit B hereto:
---------
1.1 Line of Credit; Term Loan. The Lenders shall severally establish
-------------------------
a revolving line of credit (the "Line of Credit") which may be drawn upon by the
Companies on any Business Day during the period from the date hereof until and
including the Drawdown Termination Date, in such amounts (but not less than
$5,000,000 per Advance and above $5,000,000 in even multiples of $1,000,000) as
the Companies may from time to time request
<PAGE>
2
(individually, an "Advance" and, collectively, the "Advances"), but not
exceeding the Commitments for the Line of Credit set forth on Exhibit B hereto
---------
(the "Line of Credit Commitments"). The amount outstanding under said Line of
Credit as of the close of business on the Drawdown Termination Date shall then
convert on the following day to a two (2) year term loan (the "Term Loan") with
principal payable quarterly on a two (2) year amortization schedule, and
maturing on the second anniversary of the Drawdown Termination Date. The credit
available to the Companies from time to time under the Line of Credit shall be
reduced by the aggregate of the face amount of any and all unpaid Advances made
by the Lenders to the Companies pursuant to this Agreement and shall constitute
the "Available Credit."
1.2 Borrowing Procedure Under the Credit Facility. Advances shall be made
---------------------------------------------
as follows: (i) in the case of a Base Rate Advance, on facsimile or email
notice from the Company to the Administrative Agent received by the
Administrative Agent no later than 10:00 A.M. (Eastern time) on the date of such
proposed Advance, specifying the amount thereof; and (ii) in the case of a
Eurodollar Rate Advance, on facsimile or email notice from the Company to the
Administrative Agent at least three (3) Business Days prior to the date of such
proposed Advance. The Administrative Agent will use its best efforts to give
facsimile notice of a proposed Advance on the same day such facsimile or email
notice is received by the Administrative Agent from the Company. Not later than
2:00 P.M. (Eastern time) on the date of such Advance and upon fulfillment of the
applicable conditions set forth in Section 7A(in the case of the initial Advance
under the Line of Credit) and Section 8 (in the case of subsequent Advances
under the Line of Credit and/or funding of the Term Loan), the Lenders will make
such Advance available to the Administrative Agent, which shall make such total
Advance available to the Company in same day funds at the Administrative Agent's
office at 100 Federal Street, Boston, Massachusetts. The request for an Advance
under the Line of Credit shall constitute a certification by the Companies that
all of the representations and warranties contained in Section 5 are true and
correct as of the date of such request. The Lenders shall be obligated to fund
Advances in proportion to their respective Commitments. The obligations of the
Lenders under this Agreement shall be separate and several and not joint and
several or solidary; none of the Lenders shall be responsible or liable for the
acts or omissions of any of the other Lenders.
1.3 Use of Proceeds. The Companies shall use the proceeds of the Line of
---------------
Credit only (i) for the refinancing of any existing indebtedness of the
Companies pursuant to the Revolving Credit and Term Loan Agreement among the
Companies, the Agents and certain other lenders, dated as of February 18, 1999,
as amended, and (ii) for general corporate purposes not inconsistent with the
provisions of this Agreement.
1.4 Liability of the Companies; Additional Domestic Subsidiaries.
------------------------------------------------------------
Irrespective of the Company or Companies who directly or indirectly receive the
amounts funded on Advances, each of the Companies shall be liable jointly and
severally and solidarily to the Lenders for all amounts outstanding from time to
time under the Credit Facility. The Company shall promptly notify the
Documentation Agent of the creation or acquisition of any company that becomes a
<PAGE>
3
Domestic Subsidiary after the Effective Date and shall sign such instruments as
the Documentation Agent prepares (which shall be reasonably consistent with
instruments executed in connection with the execution of this Agreement) to make
such new Domestic Subsidiary a party thereto.
Section 2. Promissory Notes.
----------------
2.1 Line of Credit Notes. The Line of Credit shall be evidenced by
--------------------
promissory notes of the Companies, each in the form of Exhibit "C" hereto, dated
-----------
the Effective Date, and payable to each Lender respectively (together with any
and all renewals, extensions, rearrangements and/or modifications thereof, the
"Line of Credit Notes"), in the amount of the Lenders' respective Line of Credit
Commitments, with appropriate insertions, and payable in full on the Drawdown
Termination Date.
2.2 Term Notes. The Term Loan shall be evidenced by promissory notes of
----------
the Companies in the form of Exhibit D hereto, dated the day following the
---------
Drawdown Termination Date, payable to the order of each Lender respectively
(together with any and all renewals, extensions, rearrangements and/or
modifications thereof, the "Term Notes"), in the Lenders' respective
proportionate amount of the Term Loan, with appropriate insertions. The Term
Notes shall provide for payment of eight (8) quarterly installments of principal
in an amount equal to one-eighth (1/8th) of the initial principal balance
thereof, and shall be payable in full on the second anniversary of the Drawdown
Termination Date. Once the Term Loan is initially funded, the Lenders shall not
fund any additional Advances under the Term Loan.
2.3 Principal Payment Dates. Principal payments under each respective
-----------------------
Loan shall be allocated first to Base Rate Tranches, then to Eurodollar Rate
Tranches having a Eurodollar Rate Interest Period ending on the quarterly
installment payment date, and then to Eurodollar Rate Tranches having a
Eurodollar Rate Interest Period ending subsequent to the quarterly installment
payment date (in which case the Companies shall pay any loss or expense incurred
or sustained by the Lenders as specified in Section 3.2(e) hereof).
Section 3. Interest and Fees.
-----------------
3.1 Interest. The unpaid principal of the Credit Facility shall bear
--------
interest at one (or both) of the following interest rates, at the Company's
option: (i) Base Rate plus the Applicable Base Rate Margin or (ii) Eurodollar
Rate plus the Applicable Eurodollar Rate Margin. The Company shall select the
interest rate applicable to each Tranche at the time of funding each Advance,
and the selected interest rate shall continue as to said Tranche until changed
in accordance with the following. The Company shall notify the Administrative
Agent of the Company's desire to change the interest rate on Advances (or any
portion thereof) not less than three (3) Business Days prior to the date on
which such change shall be effective. The Company may change from Base Rate
Advances to Eurodollar Rate Advances at any time without payment of premium or
penalty, but the Company may change from Eurodollar Rate Advances
<PAGE>
4
to Base Rate Advances only as of the last day of a Eurodollar Rate Interest
Period without payment of premium or penalty. In the absence of any specific
rate election by the Company, the Credit Facility shall bear interest at the
Base Rate. Not more than twelve (12) Line of Credit Eurodollar Rate Tranches
shall be permitted at any time, and not more than two (2) Term Loan Eurodollar
Rate Tranches shall be permitted at any time. No Credit Facility Tranche may
have a principal amount of less than $5,000,000, and each Tranche shall be
proportionately the same on each Note.
3.2 Administrative Agent's Determination. (a) The Administrative Agent
------------------------------------
shall determine the amount of interest payable on each Tranche, and its
determination shall be conclusive in the absence of manifest error. The
Administrative Agent shall endeavor to notify the Company of the amount of any
interest payment prior to the date on which an interest payment is due: provided
--------
that the failure of the Administrative Agent to provide such notice shall not
affect the Companies' obligation to pay interest on such date.
(b) If the Administrative Agent gives notice to the Company that no
Eurodollar Rate is quoted to the Administrative Agent for the applicable
Eurodollar Rate Interest Period or in the applicable amounts, then (i) the
obligation of the Lenders to make a Eurodollar Rate Advance and the ability of
the Company to select the Eurodollar Rate for a Tranche shall be suspended, and
(ii) the Companies shall either prepay all Eurodollar Rate Tranches for which an
interest rate is to be determined on such date or the Notes shall thereafter
bear interest at the Base Rate plus the Applicable Base Rate Margin.
(c) If any applicable domestic or foreign law, treaty, rule or regulation
(whether now in effect or hereinafter enacted or promulgated, including
Regulation D of the Board of Governors of the Federal Reserve System) or any
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof (whether or not having the
force of law):
(i) changes the basis of taxation of payments to the Lenders of any
principal, interest, or other amounts attributable to any Eurodollar Rate
Tranche (other than taxes imposed on the overall net income of the Lenders
or any lending office of the Lenders by any jurisdiction in which the
Lenders or any such lending office is located);
(ii) changes, imposes, modifies, applies or deems applicable any
reserve, special deposit, insurance assessments or similar requirements in
respect of any such Eurodollar Rate Tranche (excluding those for which the
Lenders are fully compensated pursuant to adjustments made in the
definition of Eurodollar Rate) or against assets of, deposits with or for
the account of, or credit extended by, the Lenders; or
(iii) imposes on the Lenders or the interbank eurocurrency deposit
and
<PAGE>
5
transfer market any other condition affecting any such Eurodollar Rate
Tranche, and the result of any of the foregoing is to increase the cost to the
Lenders of funding or maintaining any such Eurodollar Rate Tranche (other than
costs for which the Lenders are fully compensated pursuant to adjustments made
in the definition of Eurodollar Rate) or to reduce the amount of any sum
receivable by the Lenders in respect of any such Eurodollar Rate Tranche by an
amount deemed by the Lenders to be material, then the Administrative Agent shall
promptly notify the Companies in writing (such writing including the necessary
calculations in reasonable detail) of the happening of such event and the
Companies shall upon demand pay to the Lenders such additional amount or amounts
as will compensate the Lenders for such additional cost or reduction accrued as
of the time of such notice and thereafter, the Companies may either continue to
pay to the Lenders such additional amount as will compensate the Lenders for the
additional cost or reduction of Eurodollar Rate Tranches, or the Companies may
elect, by giving to the Administrative Agent not less than three Business Days'
notice, to change the interest rate applicable to such Tranche from the
Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus
the Applicable Base Rate Margin.
(d) Notwithstanding any other provision hereof, if any change in
applicable laws, treaties, rules or regulations or in the interpretation or
administration thereof of or in any jurisdiction whatsoever, domestic or
foreign, shall make it unlawful or impracticable for the Lenders to maintain
Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the
Applicable Eurodollar Rate Margin, or shall materially restrict the authority of
the Lenders to purchase, sell or take certificates of deposit or offshore
deposits of dollars, then all Eurodollar Rate Tranches which are then
outstanding and which cannot lawfully or practicably be maintained shall
immediately cease to bear interest at the Eurodollar Rate plus the Applicable
Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus
the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders
and hold them harmless against all costs, expenses, claims, penalties,
liabilities and damages which may result from any such change in law, treaty,
rule, regulation, interpretation or administration, arising out of or in
connection with this Agreement and the Loans.
(e) The Companies will indemnify the Lenders against, and reimburse each
Lender on demand for, any loss or expense incurred or sustained by the Lenders
(including without limitation, any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Lenders
to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or
prepayment (whether authorized or required hereunder or otherwise) of all or a
portion of any such Tranche on a day other than the day on which the applicable
Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether
required hereunder or otherwise, of Eurodollar Rate Tranches made after the
delivery, but before the effective date, of an election to have the Eurodollar
Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate
Tranche, if such payment or prepayment prevents such election from becoming
fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by
the Lenders or of any such election to become effective due to any condition
precedent to a Eurodollar Rate Tranche not being satisfied or due to any other
action or inaction of the Companies, (iv) the
<PAGE>
6
Companies' election to change the interest rate from the Eurodollar Rate plus
the Applicable Eurodollar Rate Margin to the Base Rate plus the Applicable Base
Rate Margin pursuant to Section 3.2(f)(iv) hereof, or (v) the occurrence of a
Default or the non-payment of the Notes at maturity of the Notes for any reason
as set forth in Section 3.3 hereof. For purposes of this Subsection, funding
losses arising by reason of liquidation or reemployment of deposits or other
funds acquired by the Lenders to fund or maintain Eurodollar Rate Tranches shall
be calculated as (A) the remainder, if a positive number, obtained by
subtracting (1) the yield (reflecting both stated interest rate and discount, if
any) to maturity of obligations of the United States Treasury as determined by
the Administrative Agent in an amount equal or comparable to such advance for
the period of time commencing on the date of the payment, prepayment or change
of rate as provided above and ending on the last day of the subject Eurodollar
Rate Interest Period, from (2) the Eurodollar Rate plus the Applicable
Eurodollar Rate Margin of the subject Eurodollar Rate Interest Period, (B) times
-----
the number of days from the date of payment, prepayment or change of rate to the
last day of the Eurodollar Rate Interest Period, divided by 360, (C) times the
-----
amount of the applicable Eurodollar Rate Tranche. Any payment due under this
section will be paid to the Administrative Agent within five days after the
Administrative Agent delivers to the Company a certificate setting forth in
reasonable detail the amount of such payment, which certificate shall be
conclusive in the absence of manifest error.
(f) The Companies covenant and agree that:
(i) The Companies will pay, when due and on an after-tax basis, all
present and future stamp and other taxes, levies, costs and charges
whatsoever imposed, assessed, levied or collected on or in respect of any
Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed
on or measured by the overall net income of the Lenders, or any lending
office of the Lenders by any jurisdiction in which the Lenders or any such
lending office is located) (all such non-excluded taxes, levies, costs and
charges being collectively called "Reimbursable Taxes"). Promptly after
the date on which payment of any Reimbursable Taxes is due pursuant to
applicable law, the Companies will, at the request of the Administrative
Agent, furnish to the Lenders evidence in form and substance satisfactory
to the Lenders that the Companies have met their obligation under this
subsection.
(ii) The Companies will indemnify the Administrative Agent and the
Lenders against, and reimburse the Administrative Agent and the Lenders on
demand for, any Reimbursable Taxes paid by the Administrative Agent and the
Lenders and any loss, liability, claim or expense, including interest,
penalties and legal fees, that the Administrative Agent and the Lenders may
incur at any time arising out of or in connection with the failure of the
Companies to make any payment of Reimbursable Taxes when due. Any payment
due under this subsection will be paid to the Administrative Agent within
five days after demand therefor by the Administrative Agent.
<PAGE>
7
(iii) All payments on account of the principal of, and interest on,
Eurodollar Rate Tranches and all other amounts payable by the Companies to
the Lenders hereunder shall be made free and clear of and without reduction
by reason of any Reimbursable Taxes.
(iv) If the Companies are ever required to pay any Reimbursable
Taxes with respect to any Eurodollar Rate Tranches, the Companies may
elect, by giving to the Administrative Agent not less than three (3)
Business Days' notice, to change the interest rate applicable to any such
advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin
to the Base Rate plus the Applicable Base Rate Margin, but such election
shall not diminish the Companies' obligation to pay all Reimbursable Taxes
theretofore imposed, assessed, levied or collected.
(g) If any applicable law or regulation, or the action of any applicable
regulatory requirement increases the reserves or capital required for the
Credit Facility, the Administrative Agent shall promptly deliver a certificate
to the Company specifying in reasonable detail the additional amount as will
compensate the Lenders for the additional costs, which certificate shall be
conclusive in the absence of manifest error. The Companies shall pay the amount
specified in such certificate promptly upon receipt.
3.3 Interest Payment Dates; Late Payment and Default Rate. Interest on
-----------------------------------------------------
Base Rate Advances on the Line of Credit shall be payable quarterly in arrears
on the last day of each March, June, September and December, beginning on the
first such date immediately following the Effective Date, with a final payment
of interest on the Drawdown Termination Date; interest on Base Rate advances
under the Term Loan shall be payable quarterly in arrears on the last day of
each July, October, January and April beginning on the first such date
immediately following the Drawdown Termination Date, with the balance of all
accrued but unpaid interest being due and payable on the second anniversary of
the Drawdown Termination Date. Interest on Eurodollar Rate Advances shall be
payable on the last day of each Eurodollar Rate Interest Period (1 month, 2
months, 3 months or 6 months), and in the case of 6-month Eurodollar Rate
Interest Periods, also at the end of the first 3 months thereof; provided that
the final payment of all accrued and unpaid interest on the Eurodollar Rate
Advances shall be due and payable on the second anniversary of the Drawdown
Termination Date. Upon the occurrence of a Default and for so long as such
Default remains uncured, the interest rate on the Notes shall be increased to
the Base Rate plus the Applicable Base Rate Margin plus two percent (2%).
Interest after maturity of the Notes for any reason whatsoever (including
acceleration following the occurrence of an Event of Default) shall be increased
to the Base Rate plus the Applicable Base Rate Margin plus two percent (2%) and
shall be payable on demand.
<PAGE>
8
3.4 Facility Fee; Agents' Fee.
-------------------------
(a) A facility fee equal to the Applicable Facility Fee Rate on the daily
average Available Credit shall begin to accrue on the Effective Date of this
Credit Facility, and shall be payable by the Companies quarterly in arrears on
the last day of each March, June, September and December, beginning on the first
such date immediately following the Effective Date, through and including the
Drawdown Termination Date.
(b) A commitment fee for the Credit Facility in the amount of $200,000
(being 0.10% of the Commitments) shall be payable by the Companies to the
Administrative Agent to be shared pro rata among the Lenders based on their
respective commitments.
(c) An Agents' fee for the Credit Facility in the amount set forth in the
Agents' Fee Agreement shall be payable by the Companies to the Agents in
accordance with the Agents' Fee Agreement.
3.5 Method of Calculating Interest and Fees. Interest at the Base Rate
---------------------------------------
(based on the Prime Rate) shall be computed on the basis of a year consisting of
365 days (366 days in a leap year) and paid for the actual days elapsed.
Interest at the Base Rate (based on the Federal Funds Rate) shall be computed on
the basis of a year consisting of 360 days and a month consisting of 30 days and
paid for the actual days elapsed. Interest at the Eurodollar Rate shall be
computed on the basis of a year consisting of 360 days and a month consisting of
30 days and paid for the actual days elapsed. Interest at the Applicable
Facility Fee Rate shall be computed on the basis of a year consisting of 360
days and a month consisting of 30 days and paid for the actual days elapsed.
Section 4. Payments, Reduction or Termination of the Credit Facility and
-------------------------------------------------------------
Prepayments.
- -----------
4.1 Place of Payment. All payments hereunder (including payments of
----------------
interest, principal and fees) with respect to the Notes shall be made by the
Companies to the Administrative Agent in immediately available funds, prior to
1:00 p.m. (Eastern time) at its offices at 100 Federal Street, Boston,
Massachusetts, or at such other place as may be designated by Administrative
Agent to the Companies in writing. Any payment received after 1:00 p.m.
(Eastern time) shall be deemed received on the next Business Day. Whenever any
payment to be made hereunder or under the Notes fall on a date other than a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall be included in the computation of payment of
interest or any fees.
4.2 Reduction of Credit Facility; Prepayments. (a) The Companies may from
-----------------------------------------
time to time (in the case of Base Rate Tranches) or at the end of any Eurodollar
Rate Interest Period (in the case of Eurodollar Rate Tranches), upon at least
three (3) Business Days's prior telephonic notice (confirmed in writing) to
Administrative Agent, permanently reduce the amount of the Commitments available
under the Line of Credit (which Commitments shall be reduced
<PAGE>
9
proportionately by the Lenders), but only upon payment of the outstanding
principal amount of the Line of Credit Notes in excess of the then reduced
amount of the Commitments available under the Line of Credit. Any such reduction
shall be in an amount of $10,000,000.00 or an integral multiple thereof. The
Companies may at any time (in the case of Base Rate Tranches) or at the end of
any Eurodollar Rate Interest Period (in the case of Eurodollar Rate Tranches),
on like notice, terminate the Commitments available under the Line of Credit
upon payment in full of the Line of Credit Notes and other liabilities of the
Companies hereunder. In the case of either a reduction or termination of the
Commitments, the Companies shall thereafter have no right to increase or restore
the Commitments.
(b) The Companies may from time to time (in the case of Base Rate
Tranches) or at the end of any Eurodollar Rate Interest Period (in the case of
Eurodollar Rate Tranches) prepay the principal of the Line of Credit Notes in
whole or in part without premium; provided, however, any partial prepayment of
principal shall be in an amount of $1,000,000.00 or any integral multiple
thereof. Any prepayment of the principal of the Line of Credit Note shall
include accrued interest to the date of prepayment on the principal amount being
prepaid.
4.3 Prepayments of Term Notes. The Companies may from time to time (in
-------------------------
the case of Base Rate Tranches) or at the end of any Eurodollar Rate Interest
Period (in the case of Eurodollar Rate Tranches), upon at least three Business
Day's prior telephonic notice (confirmed in writing) to the Administrative
Agent, prepay the principal of the Term Notes in whole or in part without
premium; provided, however, any partial prepayment of principal shall be in an
amount not less than $20,000,000.00. Any prepayment of the principal of the
Term Notes shall include accrued interest to the date of prepayment on the
principal amount being prepaid. All prepayments when made shall be applied pro
rata to unpaid installments of principal, and shall not relieve the Companies
from the obligation to pay scheduled installments of principal (as reduced by
the pro rata application of the prepayment) in accordance with the Term Notes.
4.4 Pro Rata Payments. All payments and prepayments of principal,
-----------------
interest, fees (except the fees payable to the Agents pursuant to the Agents'
Fee Agreement), and other amounts paid by the Companies to the Administrative
Agent from time to time under this Agreement shall be promptly wired by the
Administrative Agent to the Lenders in proportion to their respective
Commitments.
Section 5. Representations and Warranties of the Companies.
-----------------------------------------------
The Companies represent and warrant to the Lenders that as of the Effective
Date and any date thereafter:
5.1 Corporate Existence. Each of the Companies is a corporation duly
-------------------
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated and is duly qualified and in good
standing in all jurisdictions wherein the property it owns or the business it
transacts make such qualification necessary as a foreign corporation, except
where the failure to so qualify would not materially impair the ability of the
Company or any of its
<PAGE>
10
Subsidiaries to operate its business or own its assets; and each of the
Companies has and will continue to have (i) all necessary corporate power and
authority and (ii) all necessary material permits, licenses, patents, trademarks
and other intangibles, to acquire, own and hold the property and all other
properties it purports to own and hold and to carry on its business as now
conducted. The Domestic Subsidiaries listed on Exhibit "A" attached hereto
-----------
constitute all of the Domestic Subsidiaries of the Company.
5.2 Authorization; Validity. Each of the Companies is and/or has been
-----------------------
duly authorized to execute and deliver this Agreement and the Notes, and is and
will continue to be duly authorized to borrow monies hereunder and to perform
its obligations under this Agreement and the Notes. This Agreement and the
Notes, as executed and when delivered, shall constitute the legal, valid and
binding obligations of each of the Companies, enforceable in accordance with
their respective terms.
5.3 Conflicting Agreements and Other Matters. Neither the Company nor any
----------------------------------------
of its Subsidiaries is a party to any contract or agreement or subject to any
charter or other corporate restriction which materially and adversely affects
the business, property, assets, or financial condition of the Company and its
Subsidiaries, taken as a whole. Neither the execution nor delivery of this
Agreement or the Notes, nor fulfillment of nor compliance with the terms and
provisions hereof and of the Notes will conflict with, or result in a breach of
the terms, conditions or provisions of, or constitute a default under, the
charter or by-laws of the Company or any of its Subsidiaries, any award of any
arbitrator or any agreement (including any agreement with stockholders) or
instrument to which the Company or any of its Subsidiaries is now a party, or
result in the creation of any Lien on any property or assets of the Company or
any of its Subsidiaries, or constitute a violation of any law, statute, rule,
regulation, order, judgment or decree to which the Company or any of its
Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a
party to, or otherwise subject to any provision contained in, any instrument
evidencing indebtedness of the Company or such Subsidiary, any agreement
relating thereto or any other contract or agreement (including its charter)
which (i) limits the amount of, or otherwise imposes restrictions on the
incurring of, Debt of the Companies of the type to be evidenced by the Credit
Facility, or (ii) which imposes restrictions on the granting of Liens by the
Companies on otherwise unencumbered assets of the Companies as security for the
Credit Facility.
5.4 Financial Statements. The Company has furnished the Lenders with the
--------------------
consolidated balance sheets of the Company and its Subsidiaries as at fiscal
year end in each of the years 1998 through 2000, inclusive, and for the nine-
month period ending December 31, 2000, and a consolidated statement of income
and statement of cash flows for each such fiscal year and such nine-month
period, all identified by a principal financial officer of such Company and all
(other than any financial information for such nine-month period) certified by
Ernst & Young, LLP. Such financial statements (including any related schedules
and/or notes) are true and correct in all material respects (subject, as to
interim statements, to changes resulting from audits and normal year-end
adjustments) and have been prepared in accordance with generally
<PAGE>
11
accepted accounting principles, and, unless otherwise set forth therein,
consistently followed throughout the periods involved and show all liabilities,
direct and contingent, of the Company and its Subsidiaries required to be shown
in accordance with such principles. The balance sheets fairly present the
condition of the Company and its Subsidiaries as at the dates thereof, and the
related statements of earnings, stockholders' equity and cash flows fairly
present the results of the operations of the Company and its Subsidiaries for
the periods indicated. As of the date of this Agreement, there has been no
material adverse change in the business, condition or operations (financial or
otherwise) of the Company and its Subsidiaries taken as a whole, since December
31, 2000.
5.5 Litigation and Contingent Liabilities. No litigation or governmental
-------------------------------------
proceedings are pending or threatened against the Company or any of its
Subsidiaries, the results of which are likely to materially adversely affect the
financial condition or operations of the Company and its Subsidiaries on a
consolidated basis, except as provided for or disclosed in the financial
statements referred to in Section 5.4 hereof. Other than any liability incident
to such litigation or proceedings provided for or disclosed in the financial
statements referred to in Section 5.4 hereof, or any other material contingent
liabilities provided for or disclosed in the financial statements referred to in
Section 5.4 hereof, the Company and its Subsidiaries, on a consolidated basis,
do not have any material contingent liabilities.
5.6 Outstanding Funded Debt. Neither the Company nor any of its
-----------------------
Subsidiaries has outstanding any Funded Debt. There exists no default under the
provisions of any instrument evidencing Debt or of any agreement relating
thereto.
5.7 Title to Properties. Except for assets which are the subject of
-------------------
Capitalized Lease Obligations, the Company and its Subsidiaries each have and
will continue to have good and marketable title to their respective properties
and assets, including the properties and assets reflected in the financial
statements described in Section 5.4 hereof, subject to no Lien of any kind
except Liens permitted by Section 6.8 hereof. All leases necessary in any
material respect for the conduct of the respective businesses of the Company and
its Subsidiaries are valid and subsisting and are in full force and effect.
5.8 Purpose. The proceeds of the Loan will be used by the Companies only
-------
for the purposes specified in Section 1.3 hereof.
5.9 Margin Stock. Neither the Company nor any of its Subsidiaries is
------------
engaged in the business of purchasing or selling margin stock (as defined in any
regulation of the Board of Governors of the Federal Reserve System) or extending
credit to others for the purpose of purchasing or carrying margin stock and no
part of the proceeds of any borrowing hereunder will be used to purchase or
carry any margin stock or for any other purpose which would violate any of the
margin regulations of such Board of Governors.
5.10 ERISA. No accumulated funding deficiency (as defined in Section 302
-----
of ERISA and Section 412 of the Code), whether or not waived, exists with
respect to any Plan (other than
<PAGE>
12
a Multiemployer Plan). No liability to the PBGC has been or is expected by the
Company to be incurred with respect to any Plan (other than a Multiemployer
Plan) by the Company or any of its Subsidiaries which is or would be materially
adverse to the Company and its Subsidiaries taken as a whole. Neither the
Company nor any of its Subsidiaries has incurred or presently expects to incur
any withdrawal of liability under Title IV of ERISA with respect to any
Multiemployer Plan which is or would be materially adverse to the Company and
its Subsidiaries taken as a whole. The execution and delivery of this Agreement
will not, and the delivery of the Notes will not, involve any transaction which
is subject to the prohibitions of Section 406 of ERISA or in connection with
which a tax could be imposed pursuant to Section 4975 of the Code. The term
"Code" shall mean the Internal Revenue Code of 1986, as amended; the term "Plan"
shall mean an "employee pension benefit plan" (as defined in Section 3 of ERISA)
which is or has been established or maintained, or to which contributions are or
have been made, by the Company or by any trade or business, whether or not
incorporated, which, together with the Company, is under common control, as
described in Section 414(b) or (c) of the Code; and the term "Multiemployer
Plan" shall mean any plan which is a "multiemployer plan" (as such term is
defined in Section 4001(a)(3) of ERISA).
5.11 Consents. No consent, approval or authorization of, or registration
--------
or declaration with, any federal or state governmental authority or other
regulatory agent for the validity of the execution and delivery or for the
performance by any of the Companies of this Agreement and the Notes or any
agreement or instrument executed in connection herewith, is or will be required.
5.12 Tax Returns; Taxes. The Company has and each of its Subsidiaries
------------------
have filed all federal, state, foreign and other income tax returns which, to
the knowledge of the officers of the Company, are required to be filed by any
jurisdiction, and each has paid and will pay all taxes which have or
subsequently become due pursuant to said returns or pursuant to any assessments,
except those contested in good faith by appropriate proceedings and for which
sufficient reserves have been or will be established.
5.13 Compliance with Laws. The Company and each of its Subsidiaries is in
--------------------
substantial compliance with all laws and regulations applicable to the Companies
and the businesses conducted by them (including without limitation, laws and
regulations relating to pollution and environmental control, equal employment
opportunity and employer safety) in all jurisdictions in which the Company and
each of its Subsidiaries is presently doing business, and the Company will
substantially comply and cause each of its Subsidiaries to substantially comply
with all such laws and regulations which may be legally imposed in the future in
jurisdictions in which the Company or any Subsidiary may then be doing business.
5.14 Foreign Assets Control Regulations. Neither the borrowing by the
----------------------------------
Companies hereunder nor their use of the proceeds thereof will violate the
Foreign Assets Control Regulations, the Burmese Sanctions Regulations, the Cuban
Assets Control Regulations, the Iranian Assets Control Regulations, the Libyan
Sanctions Regulations, the Iranian Transactions Regulations, Iraqi Sanctions
Regulations, the Sudanese Sanctions Regulations, the UNITA
<PAGE>
13
(Angola) Sanctions Regulations or the Federal Republic of Yugoslavia (Serbia and
Montenegro) Sanctions Regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V), or the Comprehensive Anti-Apartheid Act of 1986
(P.L. 99-440), or any similar asset control regulations now existing or
hereafter promulgated by the United States Treasury Department.
5.15 Disclosure. Neither this Agreement nor any other document,
----------
certificate or statement furnished to the Lenders by or on behalf of the Company
and the Subsidiaries in connection herewith contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein not misleading. There is no fact
peculiar to the Company or any of its Subsidiaries which materially adversely
affects or in the future may (so far as the Company can now foresee) materially
adversely affect the business, property or assets, or financial condition, of
the Company and any of its Subsidiaries, taken as a whole, and which has not
been set forth in this Agreement or in the other documents, certificates and
statements furnished to the Lenders by or on behalf of the Company prior to the
date hereof in connection with the transactions contemplated hereby.
5.16 Environmental Matters. (i) Neither the Company nor any Subsidiary is
---------------------
subject to any Environmental Liability or Environmental Requirement which could
reasonably be expected to have a material adverse effect on the business,
financial condition, operations or prospects of the Company and its
Subsidiaries, taken as a whole.
(ii) Except as set forth on Schedule 5.16, neither the Company nor any
-------------
Subsidiary has been designated as a potentially responsible party under CERCLA
or under any state statute similar to CERCLA. None of the Properties has been
identified on any current or proposed National Priorities List under 40 C.F.R.
(S)300 or any list arising from a state statute similar to CERCLA. None of the
Properties has been identified on any CERCLIS list.
(iii) No Hazardous Materials have been or are being used, produced,
manufactured, processed, generated, stored, disposed of, released, managed at or
shipped or transported to or from the Properties or are otherwise present at,
on, in or under the Properties or, to the best knowledge of the Companies, at or
from any adjacent site or facility, except for Hazardous Materials used,
produced, manufactured, processed, generated, stored, disposed of, released and
managed in the ordinary course of business in compliance with all applicable
Environmental Requirements, except where failure to comply could not reasonably
be expected to have a material adverse affect on the business, operations, or
financial condition of the Company and its Subsidiaries, taken as a whole.
(iv) Except as set forth in Schedule 5.16, the Company and each of its
-------------
Subsidiaries has procured all permits, licenses or authorizations (or any
variances or waivers) necessary under Environmental Requirements for the conduct
of its business.
5.17 Special Provisions. The foregoing representations and warranties
------------------
shall be true and correct as of the Effective Date, and shall remain true and
correct from and after the Effective
<PAGE>
14
Date.
Section 6. Covenants of the Companies.
--------------------------
From the date of this Agreement and thereafter until the expiration or
termination of the Credit Facility and until the Notes and other liabilities of
the Companies hereunder are paid in full:
6.1 Financial Statements: The Company agrees that it will furnish to the
--------------------
Documentation Agent one copy for each of the Lenders of the following:
(a) as soon as practicable and in any event within forty-five (45) days
after the end of each quarterly period (other than the last quarterly
period) in each fiscal year, a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such quarterly period
and the related statement of earnings and cash flows for the period
from the beginning of the current fiscal year to the end of such
quarterly period, setting forth in each case in comparative form
figures for the corresponding period in the preceding fiscal year, all
in reasonable detail and certified by an authorized financial officer
of the Company, subject to changes resulting from year end
adjustments; provided, however, that delivery pursuant to clause (c)
below of copies of the Quarterly Report on Form 10-Q of the Company
for such quarterly period filed with the Securities and Exchange
Commission shall be deemed to satisfy the requirements of this clause
(a);
(b) as soon as practicable and in any event within ninety (90) days after
the end of each fiscal year, a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such year and the
related statements of earnings, stockholders' equity and cash flow for
such year, setting forth in each case in comparative form
corresponding consolidated figures from the preceding annual audit,
all in accordance with generally accepted accounting principles and
unrestricted in audit scope and certified as to consolidated
statements of the Company by independent public accountants of
recognized standing selected by the Company whose certificate shall be
in scope and substance satisfactory to Lenders; provided, however,
that delivery pursuant to clause (c) below of copies of the Annual
Report on Form 10-K of the Company for such fiscal year filed with the
Securities and Exchange Commission shall be deemed to satisfy the
requirements of this clause (b);
(c) promptly upon transmission thereof, copies of all such financial
statements, proxy statements, notices and reports as the Company shall
<PAGE>
15
send to its public stockholders and copies of all registration
statements (without exhibits) and all reports which the Company files
with the Securities and Exchange Commission (or any governmental body
or agency succeeding to the functions of the Securities and Exchange
Commission);
(d) promptly upon receipt thereof, a copy of each other report submitted
to the Company or any of its Subsidiaries by independent accountants
in connection with any annual, interim or special audit made by them
of the books of the Company or any of its Subsidiaries and which the
Company or any of its Subsidiaries shares with the audit committee of
the Board of Directors of the Company;
(e) with reasonable promptness, such other financial data as Lenders may
reasonably request; and
(f) as soon as practicable but in any event not later than ninety (90)
days after the beginning of each fiscal year, a consolidated budget of
the Company and its Subsidiaries for the ensuing fiscal year.
Together with each delivery of financial statements required by clauses (a) and
(b) above, the Company will deliver to the Documentation Agent an original of an
Officer's Certificate demonstrating (with computations in reasonable detail)
compliance with Sections 6.12, 6.13 and 6.14, stating that there exists no Event
of Default or Default, or, if any such Event of Default or Default exists,
specifying the nature thereof, the period of existence thereof and what action
the Company proposes to take with respect thereto. Together with each delivery
of financial statements required by clause (b) above, the Company will also
deliver to the Documentation Agent an original of a certificate of said
accountants stating that, in making the audit necessary to the certification of
such financial statements, they have obtained no knowledge of any Default or any
Event of Default, or, if any such Event of Default or Default exists, specifying
the nature and period of existence thereof. Such accountants, however, shall
not be liable to anyone by reason of their failure to obtain knowledge of any
such Event of Default or Default which would not be disclosed in the course of
an audit conducted in accordance with generally accepted auditing standards.
The Companies also agree that forthwith upon the chief executive officer,
principal financial officer or principal accounting officer of the Company
obtaining knowledge of:
(i) an Event of Default or Default;
(ii) a material adverse change in the financial condition, business
or operations of the Company and its Subsidiaries, taken as a
whole;
<PAGE>
16
(iii) the institution of legal proceedings against the Company and/or
any Subsidiary, which is likely to materially adversely affect
the financial condition, business or operations of the Company
and its Subsidiaries, taken as a whole, or which in any manner
draws into question the validity of or is likely to impair the
ability of the Companies to perform their obligations under
this Agreement or the Notes;
(iv) the occurrence of any default (after the passage of any grace
period) by a Company under any agreement or note evidencing
borrowed money for an aggregate initial principal amount equal
to or greater than $1,000,000;
(v) any (A) Environmental Liability which is likely to materially
adversely affect the financial condition, business or
operations of the Company and its Subsidiaries, taken as a
whole, (B) pending, threatened or anticipated Environmental
Proceedings, which is likely to materially adversely affect the
financial condition, business or operations of the Company and
its Subsidiaries, taken as a whole, (C) Environmental Notice
which is likely to materially adversely affect the financial
condition, business or operations of the Company and its
Subsidiaries, taken as a whole, (D) Environmental Judgment or
Order which is likely to materially adversely affect the
financial condition, business or operations of the Company and
its Subsidiaries, taken as a whole, or (E) Environmental
Releases at, on, in, under or in any way materially affecting
the Properties;
(vi) any violation of the provisions of Section 6.17 hereto relating
to ERISA compliance; or
(vii) the occurrence of any other event that is likely to impair the
ability of the Companies to meet their obligations hereunder.
the Company will deliver to the Documentation Agent an Officer's Certificate
specifying the nature and period of existence thereof and what action the
Company has taken, is taking or proposes to take with respect thereto.
The Documentation Agent will promptly distribute to the Lenders, originals
(to the extent available) or copies of the financial statements and reports, the
Officer's Certificates and all other documents received by the Documentation
Agent from the Borrower pursuant to this Section 6.1.
6.2 Inspection of Property and Books and Records. The Companies agree
--------------------------------------------
that they will permit the Agents, each Lender (with prior notice to the Agents)
and any Person designated by the Agents in writing, at Agents' (or Lender's)
expense, to visit and inspect any of the properties of the Company and its
Subsidiaries, to examine the corporate books and financial
<PAGE>
17
records of the Companies and make copies thereof or extracts therefrom, and to
discuss the affairs, finances and accounts of any of such corporations with the
principal officers of each of the Companies and their respective independent
public accountants, all at such reasonable times and as often as Agents or the
Lenders may reasonably request.
6.3 Covenant to Secure Notes Equally. (a) The Companies agree that if the
--------------------------------
Company or any Subsidiary shall create or assume any Lien of any kind upon any
of its property or assets, whether now owned or hereafter acquired, other than
Liens permitted by the provisions of Section 6.8 (unless prior written consent
to the creation or assumption thereof shall have been obtained), they will make
or cause to be made effective provisions whereby the Notes will be secured by
such Lien equally and ratably with any and all other Debt thereby secured, as
long as any such other Debt shall be so secured.
(b) The Companies agree not to become a party to, or otherwise be subject
to, any provision contained in any instrument evidencing indebtedness of any of
the Companies which imposes restrictions on the granting of Liens by the
Companies on otherwise unencumbered assets of the Companies as security for the
Notes, except as set forth herein.
6.4 Guaranteed or Collateralized Obligations. The Company agrees that if
----------------------------------------
it or any of its Subsidiaries incurs or permits to exist any Debt in any event
in excess of an aggregate principal amount equal to $10,000,000 guaranteed or
collateralized (except as permitted by Sections 6.8(v) and 6.8(ix) hereof) in
any other manner by any other Person (other than any governmental entity, or
other than in connection with (y) bonds, letters of credit, letters of
undertaking, or other instruments related to litigation, or the avoidance
thereof, involving the Company or its Subsidiaries, including the release of
assets of the Company or its Subsidiaries in connection with such litigation, or
(z) performance bonds, surety bonds, letters of credit, bank guaranties, and
other instruments related to the conduct of the business of the Company or its
Subsidiaries, excluding any obligation for borrowed money), it will
simultaneously cause such Person to execute and deliver to the Lenders a
guaranty agreement or collateral agreement, as the case may be, in form and
substance satisfactory to the Lenders either (i) guaranteeing payment of the
principal amount of the Notes and any premium and interest thereon, which bears
the same ratio to the total unpaid principal amount of the Notes as the amount
of such other obligation which is guaranteed bears to the total unpaid principal
amount of such other obligation or (ii) collateralizing the Notes equally and
ratably with such other obligation, as the case may be. Nothing contained in
the foregoing shall be deemed to permit the Companies to incur Liens to Persons
other than the Lenders in excess of those permitted by Section 6.8 hereof.
6.5 Maintenance of Insurance. Each Company agrees that it and each
------------------------
Subsidiary will maintain, with responsible insurers, insurance with respect to
its properties and business against such casualties and contingencies
(including, but not limited to, public liability, larceny, embezzlement or other
criminal misappropriation, pollution and war risks) and in such amounts as is
customary in the case of similarly situated corporations engaged in the same or
similar businesses.
<PAGE>
18
6.6 Maintenance of Corporate Existence/Compliance with Law/Preservation of
----------------------------------------------------------------------
Property. Except as allowed under Sections 6.10 and 6.11, each Company
- --------
covenants that it and each Subsidiary will do or cause to be done all things
necessary to preserve, renew and keep in full force and effect the corporate
existence of such Company and its Subsidiaries and comply in all material
respects with all laws and regulations (including, without limitation, laws and
regulations relating to equal employment opportunity and employee safety)
applicable to it and its Subsidiaries, the failure with which to comply is
likely to materially adversely affect the business, operations or financial
condition of such Company and its Subsidiaries, taken as a whole; at all times
maintain, preserve and protect all material intellectual property of such
Company and its Subsidiaries, and preserve all the remainder of its material
property used or useful in the conduct of its business and keep the same in good
repair, working order and condition. The Companies shall not enter into
business activities materially different from the nature of the business
activities of the Companies as of the date of this Agreement.
6.7 Compliance with Environmental Laws. Each of the Companies will, and
----------------------------------
the Company will cause each of its Subsidiaries to, comply in a timely fashion
with, or operate pursuant to valid waivers of the provisions of, all
Environmental Requirements including, without limitation, requirements with
respect to the emission of wastewater effluent, solid and hazardous waste and
air pollution, and any other applicable requirements for conducting, on a
timely basis, periodic tests and monitoring for contamination of ground water,
surface water, air and land and for biological toxicity of the aforesaid, and
comply with any applicable regulations (except to the extent such regulations
are waived by appropriate governmental authorities) of the Environmental
Protection Agency or other relevant federal, state or local governmental
authority, except where the failure to do so is not likely to materially
adversely affect the business, operations or financial condition of the Company
and the Subsidiaries, taken as a whole. To the fullest extent permitted by
applicable law, each Company agrees to indemnify and hold the Agents, the
Lenders, their officers, agents and employees harmless from any loss, liability,
claim or expense that they may incur or suffer as a result of a breach by the
Company or any of the Subsidiaries, as the case may be, of this covenant. No
Company shall be deemed to have breached or violated this Section 6.7 if such
Company or Subsidiary is challenging in good faith by appropriate proceedings
diligently pursued the application or enforcement of such Environmental
Requirements for which adequate reserves have been established in accordance
with generally accepted accounting principles.
6.8 Liens. The Companies agree that they will not and will not permit any
-----
Subsidiary to create, assume or suffer to exist any Lien upon any of their
respective property or assets, whether now owned or hereafter acquired (whether
or not provision is made for the equal and ratable securing of the Credit
Facility in accordance with the provisions of Section 6.3) except:
(i) Liens for taxes (including ad valorem and property taxes) not
yet due or which are being contested in good faith by
appropriate proceedings;
<PAGE>
19
(ii) Liens incidental to the conduct of their businesses or the
ownership of their property and assets which were not incurred
in connection with the borrowing of money or the obtaining of
advances of credit, and which do not in the aggregate
materially detract from the value of their property or assets
or materially impair the use thereof in the operation of their
business;
(iii) presently existing Liens on property or assets of any of the
Subsidiaries to secure obligations of any of such Subsidiaries
to the Company or another Subsidiary;
(iv) Liens to secure up to $20,000,000 of letters of credit
obligations of the Company;
(v) any common law right of set off or banker's lien arising in the
ordinary course of business in connection with deposit
arrangements maintained by the Company and its Subsidiaries
with its banks or other financial institution, other than a
Lender in connection with this Agreement (which such rights
have been waived pursuant to Section 9.3 hereof); and
(vi) Liens on assets covered by financing arrangements, including
lease financing arrangements which would be characterized as
capitalized leases in accordance with generally accepted
accounting principles, if the indebtedness for all such
agreements does not in the aggregate exceed ten percent (10%)
of Consolidated Stockholders' Equity.
(vii) presently existing Liens on property or assets of any Foreign
Subsidiary consisting of marine mortgages on new vessels under
construction or on vessels already constructed, which Liens
were required as a condition of new vessel financing from non-
United States sources, all of which Liens (other than Liens
which are incidental and do not materially affect such property
or assets) are set forth on Schedule 2-Part 1 attached hereto
-----------------
and made a part hereof;
(viii) any presently existing Lien which existed on any real or
personal property of any corporation at the time it became a
Subsidiary, or which existed prior to the time of acquisition
upon any real or personal property acquired by the Company or
any Subsidiary through purchase, merger or consolidation or
otherwise, whether or not assumed by the Company or any
Subsidiary, or placed upon real or personal property acquired
by the Company or any Subsidiary, in connection with the
purchase thereof, all of which Liens (other than Liens which
are incidental and do not materially affect such property) are
set forth on Schedule 2-Part 2 attached hereto and made a part
-----------------
hereof, provided that any such Lien shall not
--------
<PAGE>
20
encumber any other property of the Company or any Subsidiary;
(ix) any Lien renewing, extending or refunding any Lien permitted by
clause (v) above, provided that the principal amount secured is
--------
not increased and the Lien is not extended to other property;
6.9 Investments. The Companies agree that they will not and will not
-----------
permit any Subsidiary to make any investment in, or any loan or advance to, or
own, purchase or acquire (other than as allowed in Section 6.10) any stock or
securities of, any Person (all of the foregoing being herein called "Restricted
Investments"), except that:
(i) the Company or any of its Subsidiaries may own, purchase or
acquire (A) direct obligations of the United States of America
or any of its agencies or obligations guaranteed by the United
States of America or any of its agencies and having maturities
not in excess of two years from the date of purchase or
acquisition, (B) prime commercial paper rated A1 or P1 and
having maturities not in excess of two years from the date of
purchase or acquisition, (C) certificates of deposit issued by
any banks with a net worth of at least $100,000,000 and a
rating by either Moody's Investor Services, Inc. or Standard &
Poors of at least A or better and having maturities not in
excess of two years from the date of purchase or acquisition,
or (D) any publicly-available money market funds sponsored by
reputable financial institutions and composed of one or more of
the investments described in Clauses (A) through (C); provided,
--------
however, that in the case of any Lender or Lenders whose rating
is less than A, the maximum amount of the certificates of
deposit issued by such Lender or Lenders shall not exceed
$3,000,000 individually or $12,000,000 in the aggregate;
(ii) any Canadian Subsidiary may own, purchase or acquire direct
obligations of the Canadian Government having maturities not in
excess of two years from the date of purchase or acquisition;
(iii) the Company or any of its Subsidiaries may (A) make or permit
to remain outstanding loans or advances to the Company or any
Subsidiary, (B) own, purchase or acquire stock or securities of
a Subsidiary or of a corporation which immediately after such
purchase or acquisition will be a Subsidiary, or (C) acquire
and own stock or securities received in a settlement of debts
created in the ordinary course of business and owed to the
Company or any Subsidiary;
(iv) any Foreign Subsidiary may own, purchase or acquire
certificates of deposit having maturities not in excess of two
years from the date of purchase or acquisition and issued by
foreign banks or by the foreign
<PAGE>
21
branches of United States banks if each such foreign bank or
foreign branch has a net worth of at least $100,000,000 and a
rating by either Moody's Investor Services, Inc. or Standard &
Poors of at least A or better; and
(v) the Company or any Subsidiary may make loans or advances to or
own, purchase or acquire stock or securities or an interest in
any joint venture entity; provided, however, that the aggregate
-------- -------
amount of all such loans, advances and investments in joint
venture entities at any time outstanding shall not exceed
$100,000,000.
The foregoing restrictions on investments by the Companies shall not apply to
funds maintained in rabbi trusts established by the Companies for supplemental
executive retirement plans and early retirement incentive programs.
Furthermore, the foregoing restrictions on investments by the Company shall not
apply to purchases by the Company of its own stock or securities.
6.10 Dispositions of Stock and Debt. The Companies agree that they will
------------------------------
not and will not permit any Subsidiary to sell or otherwise dispose of any
shares of stock or Debt of any Subsidiary, except (i) to the Company or another
Subsidiary, (ii) a sale of shares of a Subsidiary in connection with the
creation of a joint venture (subject to the limitations on investments set forth
in Subsections 6.9(v), and (iii) except that all shares of stock and Debt of any
Subsidiary at the time owned by or owed to the Company or any of its
Subsidiaries may be sold as an entirety for a cash consideration which
represents the fair value (as determined in good faith by the Board of Directors
of the Company) at the time of sale of the shares and Debt so sold; provided
--------
that the assets of such Subsidiary do not constitute a substantial part of the
consolidated assets of the Company and its Subsidiaries; and provided further
--------
that, at the time of such sale, such Subsidiary shall not own, directly or
indirectly, any Debt of the Company or any shares of stock or Debt of any other
Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary
owned, directly or indirectly by the Company and all Subsidiaries are
simultaneously being sold as permitted by this Section 6.10; and provided,
--------
further, that the Company may sell 70% of the stock of Tidewater (Malaysia)
Sdn.Bhd. to citizens of Malaysia.
6.11 Mergers and Consolidations. The Companies agree that they will not
--------------------------
and will not permit any Subsidiary to merge or consolidate with any other
corporation or sell, lease or transfer or otherwise dispose of all or a
substantial part of its assets to any Person, except that provided no Default
has occurred and is continuing and further provided that no Default will occur
as a result thereof:
(i) any Subsidiary may merge or consolidate with the Company
(provided that the Company shall be the continuing or surviving
corporation) or with any one or more other Subsidiaries;
(ii) any Subsidiary may sell, lease, transfer or otherwise dispose
of any of its assets to the Company or another Subsidiary;
<PAGE>
22
(iii) any Subsidiary may sell or otherwise dispose of all or
substantially all of its assets subject to the conditions
specified in Section 6.10 with respect to a sale of the stock
of such Subsidiary;
(iv) the Company may merge or consolidate with any corporation
provided that the Company shall be the continuing or surviving
corporation; and
(v) any Subsidiary may merge or consolidate with any corporation
provided such continuing or surviving corporation shall remain
or become a Subsidiary of the Company.
6.12 Minimum EBITDA to Fixed Charge Ratio. The Company agrees that it
------------------------------------
will not permit its EBITDA to Fixed Charge Ratio to be less than 2.00 to 1.00.
6.13 Maximum Funded Debt to EBITDA Ratio. The Company agrees that it will
-----------------------------------
not permit its Funded Debt to EBITDA Ratio to be greater than 3.00 to 1.00.
6.14 Maximum Funded Debt to Total Capitalization Ratio. The Company
-------------------------------------------------
agrees that it will not permit its Funded Debt to Total Capitalization Ratio to
be greater than 0.40 to 1.00.
6.15 Transactions with Related Party. The Companies agree that they will
-------------------------------
not and will not permit any Subsidiary to effect any transaction with any
Affiliate or Subsidiary by which any asset or services of a Company or a
Subsidiary is transferred to such Affiliate or Subsidiary, or from such
Affiliate or Subsidiary or enter into any other transaction with an Affiliate or
Subsidiary, on terms less favorable to such Company or such Subsidiary than
would be reasonably expected to be given in a similar transaction with an
unrelated entity. The foregoing restrictions shall not apply to transactions
between the Company and a Subsidiary or a Subsidiary and another Subsidiary.
6.16 Stock Transactions by Subsidiaries. The Company agrees that it will
----------------------------------
not permit any Subsidiary to issue, sell or dispose of any shares of any class
of its stock (other than directors' qualifying shares or shares which are
effectively controlled by the Company) except to the Company or another
Subsidiary or as permitted by Section 6.10.
6.17 ERISA. The Company agrees that it will not, and will not permit any
-----
Subsidiary to:
(i) terminate or withdraw from any Plan so as to result in any
material liability to the PBGC;
(ii) engage in or permit any Person to engage in any prohibited
transaction (as defined in Section 4975 of the Code) involving any Plan (other
than a Multiemployer Plan) which would subject the Company or any Subsidiary to
any material tax, penalty or other
<PAGE>
23
Liability;
(iii) incur or suffer to exist any material accumulated funding
deficiency (as defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, involving any Plan (other than a Multiemployer Plan); or
(iv) allow or suffer to exist any risk or condition, which presents
a material risk of incurring a material liability to the PBGC.
6.18 Federal Reserve Regulations, etc. The Company agrees that it will
--------------------------------
not, and will not permit any Subsidiary or any agent acting on behalf of the
Company or any Subsidiary, to take any action which might cause this Agreement
or the Notes to violate Regulation U or any other regulation of the Board of
Governors of the Federal Reserve System or to violate the Securities Exchange
Act of 1934, as amended, in each case as in effect now or as the same may
hereafter be in effect.
6.19 Environmental Matters. Each of the Companies agrees that it will
---------------------
not, and will not permit any Third Party to, use, produce, manufacture, process,
generate, store, dispose of, manage at, or ship or transport to or from the
Properties any Hazardous Materials except for Hazardous Materials used,
produced, manufactured, processed, generated, stored, disposed of, released or
managed in the ordinary course of business in compliance with all applicable
Environmental Requirements and except for Hazardous Materials released in
amounts which do not require remediation pursuant to applicable law or
regulation, and which do not present any danger to health, safety or the
environment, or unless any liability resulting from such remediation is not
likely to materially adversely affect the business, operations or financial
condition of the Company and its Subsidiaries, taken as a whole.
6.20 Taxes. The Company agrees that it will pay when due, and cause each
-----
of its Subsidiaries to pay when due, all taxes, assessments, and other
liabilities, other than for borrowed money, except and so long as contested in
good faith.
Section 7A. Conditions Precedent to the Funding of the Initial Advance
----------------------------------------------------------
under the Credit Facility. The obligation of the Lenders to make the initial
- -------------------------
Advance under the Line of Credit to the Companies under this Agreement are
subject to the receipt by the Documentation Agent of the following:
7A.1 Resolutions of the Companies. Copies, duly certified by the secretary
----------------------------
or assistant secretary of each of the Companies, of (a) the resolutions of the
Board of Directors of each of the Companies authorizing the borrowings hereunder
and the execution and delivery of this Agreement and the Notes, (b) all
documents evidencing other necessary corporate action, and (c) all approvals, or
consents, if any, necessary with respect to this Agreement and the Notes.
7A.2 Organization Documents; Good Standing. Copies of (a) the certificate
-------------------------------------
of
<PAGE>
24
incorporation of the Company (certified as of a recent date by the Secretary of
State of Delaware), (b) the by-laws of the Company, certified by the secretary
or assistant secretary of the Company, (c) the certificate of incorporation and
by-laws of each Identified Subsidiary, certified by the secretary or assistant
secretary of such Identified Subsidiary, in each case as in effect on the
Effective Date, (d) certificates of good standing for the Company and each of
the Identified Subsidiaries, issued by the Secretary of State of their
respective states of incorporation, (e) certificate of qualification to do
business of the Company issued by the Secretary of State of the State of
Louisiana.
7A.3 Incumbency. Certificates of the secretary or assistant secretary of
----------
each of the Companies, certifying the name of the officers of each of the
Companies, respectively, authorized to execute this Agreement and the Notes, and
all other documents or certificates to be delivered hereunder, together with the
true signatures of such officers.
7A.4 Notes. The duly executed Line of Credit Notes payable to the
-----
respective Lenders.
7A.5 Officer's Certificate. A certificate of the president or chief
---------------------
financial officer of the Company, dated as of the Effective Date, certifying
that as of the Effective Date (i) the representations and warranties of the
Companies set forth in Section 5 hereof are true and correct, (ii) no Event of
Default has occurred, and (iii) no material adverse change in the financial
condition, business, operations or prospects of the Company or its Subsidiaries
has occurred since December 31, 2000.
7A.6 Opinion. The opinion of Jones, Walker, Waechter, Poitevent, Carrere &
-------
Denegre, L.L.P., special counsel to the Company, addressed to the Lenders, to
the effect that (a) each of the Company and the Identified Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and is duly qualified and in good
standing as a foreign corporation in all jurisdictions wherein the property it
owns or the business it transacts makes such qualification necessary, except
where the failure to so qualify would not impair the ability of Company or any
of the Identified Subsidiaries to operate its business or own its assets; (b)
each of the Companies has full power to execute, deliver and perform its
obligations under this Agreement, the Line of Credit Notes and the Term Notes;
(c) such actions have been duly authorized by all necessary corporate action,
and are not in conflict with any provision of law or of the charter or by-laws
of any of the Companies, nor in conflict with any agreement binding upon the
Company or any of the Identified Subsidiaries; (d) this Agreement and the Line
of Credit Notes, when executed and delivered, are the legal and binding
obligations of the Companies, enforceable in accordance with their respective
terms, except as enforcement may be limited by applicable bankruptcy,
reorganization, moratorium or similar laws; and (e) no consent or approval of
the shareholders of the Company or of any governmental authority is required as
a condition to the validity or enforceability of this Agreement or the Notes.
7A.7 Payment of Fees and Expenses. Evidence that the Company has paid (i)
----------------------------
all
<PAGE>
25
underwriting fees due the Administrative Agent pursuant to the Agents' Fee
Agreement, and (ii) all other fees and expenses of the Agents and their counsel
as described in Section 11.5 hereof.
Section 7B. Conditions Precedent to the Funding of the Term Loan. In
----------------------------------------------------
addition to the conditions precedent set forth in Section 7A above, the
obligation of the Lenders to make the Term Loan to the Companies, are subject to
the receipt by the Documentation Agent on the Drawdown Termination Date of the
following:
7B.1 Notes. The duly executed Term Notes payable to the respective
-----
Lenders.
7B.2 Officer's Certificate. A certificate of the president or chief
---------------------
financial officer of the Company, dated as of the Drawdown Termination Date,
certifying that as of the Drawdown Termination Date (i) the representations and
warranties of the Companies set forth in Section 5 hereof are true and correct,
(ii) no Event of Default has occurred, and (iii) no material adverse change in
the financial condition, business, operations or prospects of the Company or its
Subsidiaries has occurred since the date of the most recent financial statements
timely furnished by the Company to the Documentation Agent.
Section 8. Conditions Precedent to Subsequent Advances Under the Line of
-------------------------------------------------------------
Credit and Funding of the Term. In addition to the applicable conditions
- ------------------------------
precedent set forth in Section 7A or Section 7B above, the obligation of the
Lenders to make any subsequent Advances under the Line of Credit, and the
obligation of the Lenders to fund the Term Loan, are subject to the satisfaction
of each of the following conditions precedent:
8.1 Default. Before and after giving effect to such Advance or funding of
-------
the Term Loan, no Default shall have occurred and be continuing.
8.2 Representations and Warranties. Before and after giving effect to
------------------------------
such Advance or funding of the Term Loan, the representations and warranties in
Section 5 hereof shall be true and correct as though made on the date of such
Advance or funding of the Term Loan, except (i) for such changes as are
specifically permitted hereunder and (ii) that the representations and
warranties contained in the last sentence of Section 5.4 hereof (relating to no
material adverse change) shall refer to changes from the most recently timely
submitted financial statements of the Company.
Section 9. Events of Default; Remedies; Set Offs.
-------------------------------------
9.1 Events of Default. Any one of the following events shall constitute
-----------------
Events of Default hereunder and under the Credit Facility and the Notes,
individually and collectively:
(a) The Companies default in the payment of any principal on any Note when
the same shall become due, either by the terms thereof or otherwise as herein
provided.
<PAGE>
26
(b) The Companies default in the payment of any interest on any Note or
any other amount due hereunder for more than 5 days after the date due.
(c) The Company or any Subsidiary defaults in any payment of principal or
of interest on any other obligation for borrowed money (including, but not
limited to, any Capitalized Lease Obligation, any obligation under a conditional
sale or other title retention agreement, any obligation issued or assumed as
full or partial payment for property whether or not secured by a purchase money
mortgage or any obligation under notes payable or drafts accepted representing
extensions of credit) beyond any period of grace provided with respect thereto,
or in the performance or observance of any other agreement, term or condition
contained in any agreement under which any such obligation is created if the
effect of such default is to cause, or permit the holder or holders of such
obligation (or a trustee on behalf of such holder or holders) to cause, such
obligation to become due (or to be defeased or repurchased by the Company or any
Subsidiary) prior to its stated maturity, provided that the aggregate amount of
--------
all obligations as to which such payment default shall occur and be continuing
or such failure (or defeasance or resale) or other event causing or permitting
acceleration shall occur and be continuing exceeds $1,000,000, individually or
in the aggregate.
(d) Any representation or warranty made by the Companies herein or in any
writing furnished in connection with or pursuant to this Agreement shall be
false in any material respect on the date as of which made or deemed made.
(e) The Companies default in the performance or observance of any
agreement or covenant contained in Sections 6.8 through 6.20 of this Agreement.
(f) The Companies default in the performance or observance of any other
agreement, covenant, term or condition contained herein and such default shall
not have been remedied within 30 days after the earlier to occur of (i) the date
on which the President, the Treasurer or the Chief Financial Officer of the
Company obtains actual knowledge thereof or (ii) the date on which written
notice thereof shall have been received by the Company from the Administrative
Agent.
(g) The Company or any Subsidiary makes an assignment for the benefit of
creditors or is generally not paying its debts as such debts become due.
(h) Any decree or order for relief in respect of the Company or any
Subsidiary is entered under any bankruptcy, reorganization, compromise,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or
similar law, whether now or hereinafter in effect (herein called "Bankruptcy
Law"), of any jurisdiction.
(i) The Company or any Subsidiary petitions or applies to any tribunal
for, or consents to the appointment of, or taking possession by, a trustee,
receiver, custodian, liquidator
<PAGE>
27
or similar official, of the Company or any Subsidiary, or of any substantial
part of the assets of the Company or any Subsidiary, or commences a voluntary
case under the Bankruptcy Law of the United States or any proceedings (other
than proceedings for the voluntary liquidation and dissolution of a Subsidiary)
relating to the Company or any Subsidiary under the Bankruptcy Law of any other
jurisdiction.
(j) Any such petition or application described in Section 9.1(i) is filed,
or any such proceedings are commenced, against the Company or any Subsidiary,
and the Company or such Subsidiary by any act indicates its approval thereof,
consent thereto, or acquiescence therein, or an order, judgment or decree is
entered appointing any such trustee, receiver, custodian, liquidator or similar
official, or approving the petition in any such proceedings, and such order,
judgment or decree remains unstayed and in effect for more than 60 days.
(k) Any order, judgment or decree is entered in any proceedings against
the Company decreeing the dissolution of the Company and such order remains in
effect for more than 60 days.
(l) Any order, judgment or decree is entered in any proceedings against
the Company or any Subsidiary, as the case may be, decreeing a split-up of the
Company or such Subsidiary which requires the divestiture of assets representing
a substantial part, or the divestiture of the stock of a Subsidiary whose assets
represent a substantial part, of the assets of the Company and its Subsidiaries
or which requires the divestiture of assets, or stock of a Subsidiary, which
shall have contributed a substantial part of the Consolidated Net Income of the
Company and its Subsidiaries for any of the three (3) fiscal years then most
recently ended, and such order, judgment or decree remains unstayed and in
effect for more than 60 days.
(m) A final judgment in an amount in excess of $1,000,000 is rendered
against the Company or any Subsidiary and, within 60 days after entry thereof,
such judgment is not discharged or execution thereof stayed pending appeal, or
within 60 days after the expiration of any such stay, such judgment is not
discharged.
9.2 Remedies. (a) If any Event of Default specified in Subsections
--------
9.1(h), 9.1(i) or 9.1(j) occurs, the Credit Facility shall automatically be
deemed terminated and the outstanding Notes shall automatically become
immediately due and payable, all without presentment, demand, protest or notice
of any kind, all of which are hereby waived by the Companies. If any Event of
Default occurs under any other subsection of Section 9.1, the Required Lenders
may, at their option, and in addition to any right, power or remedy provided by
law or equity, by notice in writing to the Company, declare the Credit Facility
to be terminated and the outstanding Notes to be immediately due and payable,
whereupon the Credit Facility shall be terminated and the outstanding Notes
shall become immediately due and payable, all without presentment, demand,
protest or notice of any kind, all of which are hereby waived by the Companies.
(b) In furtherance to the remedies specified above, the Documentation
Agent (with
<PAGE>
28
the direction of the Required Lenders) may proceed to protect and enforce the
Lenders' rights under this Agreement and the outstanding Notes by exercising
such remedies as are available to the Documentation Agent or the Lenders in
respect thereof under applicable law (except to the extent waived by Section 9.3
hereof), either by suit in equity or by action at law, or both, whether for
specific performance of any covenant or other agreement contained in this
Agreement or in aid for the exercise of any power granted in this Agreement. No
remedy conferred in this Agreement upon the Documentation Agent or the Lenders
is intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy conferred
herein or now or hereafter existing at law or in equity or by statute or
otherwise, except to the extent waived by Section 9.3 hereof.
9.3 Waiver of Set-Offs. The Administrative Agent, each Agent and each
------------------
Lender hereby specifically waive (i) the right to set-off any funds of any of
the Companies in possession of the Administrative Agent, each Agent or any
Lender against the obligation of the Companies to the Administrative Agent, each
Agent or any Lender pursuant to this Agreement, or (ii) any counterclaim
against, security interest in or banker's or other lien on, any of such funds or
accounts of the Companies.
Section 10. The Agents.
----------
10.1 Appointment and Authorization. (a) Each Lender appoints and
-----------------------------
authorizes the Administrative Agent to receive all payments of principal,
interest, fees and other amounts payable by the Companies under this Agreement
and to remit same immediately to the Lenders, to disburse the Advances from the
Lenders, and to take such action and to exercise such powers under this
Agreement and the Notes as are delegated to the Administrative Agent by the
Lenders from time to time. The Administrative Agent shall promptly distribute
to the Lenders upon receipt all payments and prepayments of principal, interest,
fees and other amounts paid by the Companies under this Agreement, in proportion
to the Lenders' Commitments. Similarly, the Lenders shall be obligated to fund
Advances in proportion to their Commitments. The Administrative Agent shall
promptly distribute to the Agents the fees payable by the Companies pursuant to
the Agents' Fee Agreement. The Administrative Agent may resign at any time by
written notice to the Lenders; the successor Administrative Agent shall be
selected by the Required Lenders from between the remaining Agents.
(b) Each Lender appoints and authorizes the Documentation Agent to hold
this Agreement and all other documentation in connection herewith (except for
the Notes which will be held by the respective Lenders), and to take such action
and exercise such powers under this Agreement and the Notes as are delegated to
the Documentation Agent by the Lenders from time to time. Any requests by the
Company for consent by the Lenders or waiver or amendment of provisions of the
Agreement shall be delivered by the Company to the Documentation Agent (with
copies to the other Agents), but favorable action on such requests shall require
the approval of the Required Lenders.
<PAGE>
29
(c) Each Lender appoints and authorizes the Syndication Agent to supervise
the syndication of the Credit Facility to a group of financial institutions
identified by the Syndication Agent in consultation with the Administrative
Agent, the Documentation Agent and the Company in accordance with the provisions
of Section 10.6 hereof.
10.2 Agents' Reliance. Neither the Agents nor any of their directors,
----------------
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement and the
Notes, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agents: (i) may
treat the payee of any of the Notes as the holder thereof until the
Documentation Agent receives written notice of the assignment or transfer
thereof, signed by such payee and in form satisfactory to the Documentation
Agent; (ii) may consult with legal counsel (including counsel for the Company),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations made in or in
connection with this Agreement and the Notes; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement and the Notes or to inspect any
property (including the books and records) of the Companies; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement and the
Notes or any other instrument or document furnished pursuant thereto; and (vi)
shall incur no liability under or in respect to this Agreement and the Notes by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by facsimile, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.
10.3 Acts by Administrative Agent after Default, etc. In the event that
------------------------------------------------
the Administrative Agent shall have been notified in writing by any of the
Companies or the Lenders of any Event of Default (or in the event that the
officer of the Administrative Agent responsible for the Borrower's account
obtains actual knowledge of an Event of Default), the Administrative Agent (a)
shall immediately notify the Lenders; (b) shall take such action and assert
such rights under this Agreement as it is expressly required to do pursuant to
the terms of this Agreement with the consent of the Required Lenders; (c) may
take such other actions and assert such other rights as it deems advisable, in
its discretion, for the protection of the interests of the Lenders pursuant to
applicable laws with the consent of the Required Lenders; and (d) shall inform
all the Lenders of the taking of action or assertion of rights pursuant to this
Section. Each Lender agrees with the Administrative Agent and the other Lenders
that the decisions and determinations of the Required Lenders in enforcing this
Agreement and the Notes and guiding the Administrative Agent in those matters
shall be binding upon all the Lenders, including, without limitation,
authorizing the Administrative Agent at the pro rata expense of all the Lenders
(to the extent not reimbursed by the Companies) to retain attorneys to seek
judgment on this Agreement and the Notes. Each Lender agrees with the other
Lenders that it will not,
<PAGE>
30
without the consent of the other Lenders, separately seek to institute any legal
action with respect to the Loan; provided that following the maturity of the
--------
Notes (whether by acceleration or at stated maturity), each Lender may, without
the concurrence of the other Lenders, separately seek to institute any legal
action with respect to the Loan.
10.4 Lender Credit Decision. Each Lender acknowledges that it has,
----------------------
independently and without reliance upon the Agents or any other Lender and based
on the financial statements referred to in Section 5.4 hereof and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the Notes.
10.5 Agents. Agents shall have the same rights and powers under this
------
Agreement and the Notes as any other Lender and may exercise the same as though
it were not the Agents; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include Agents in its individual capacity.
Agents may accept deposits from, lend money to, act as trustee under indentures
of, and generally engage in any kind of business with the Company as if Agents
were not the Agents and without any duty to account therefor to the Lenders.
10.6 Assignments and Participations. (a) No Lender may assign to any
------------------------------
other Person any portion of its interests, rights and obligations under this
Agreement (including, without limitation, any portion of its Commitment or the
Loan at the time owing to it and Note held by it) unless each of the following
conditions is or has been satisfied: (i) each of the Documentation Agent and
Administrative Agent have given its prior written consent (which consent will
not be unreasonably withheld), (ii) the Company has given its prior written
consent (which consent will not be unreasonably withheld), (iii) each such
assignment is of a constant, and not a varying, percentage of all the assigning
Lender's rights and obligations under this Agreement, (iv) the assignment is for
a Commitment of $10,000,000 or more, (v) the parties to such assignment have
executed and delivered to the Documentation Agent an Assignment and Acceptance,
substantially in the form of Exhibit "E" hereto (the "Assignment and
-----------
Acceptance"), together with any Note subject to such assignment, one or more
signature pages to this Agreement containing the signature of the assignee, and
(following the Effective Date) payment by the assignee to the Documentation
Agent for its own account of an assignment administration fee in the amount of
$3,500, (vi) the Documentation Agent shall have delivered to the Company a copy
of such fully-executed Assignment and Acceptance, and (vii) the assignee is (A)
a state or national commercial bank located in the United States or (B) a bank
organized under a jurisdiction other than the United States, provided that such
foreign bank has provided the Documentation Agent and the Company with the tax
forms prescribed in Section 11.6(c) hereof, and provided further that such
foreign bank shall not transfer its interests, rights and obligations under this
Agreement to any Affiliate of such foreign bank unless such Affiliate provides
the Documentation Agent and the Company with the aforesaid tax forms. Upon
satisfaction of each of the foregoing conditions and upon acceptance and
notation by the Documentation Agent, from and after the
<PAGE>
31
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, (x) the
assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender, and (y)
the assigning Lender shall, to the extent provided in such assignment, be
released from its obligations under this Agreement. Notwithstanding the
foregoing, the restrictions contained above in this Section 10.6(a) shall not
apply to assignments to any Federal Reserve Bank, and the conditions set forth
in clauses (i) and (ii) above shall not apply to assignments by any Lender to
any Person which controls, is controlled by, or is under common control with, or
is otherwise substantially affiliated with that Lender.
(b) Upon its receipt of an Assignment and Acceptance executed by the
parties to such assignment together with any Note or Notes subject to such
assignment and the written consent of the Documentation Agent, Administrative
Agent and the Company to such assignment, the Documentation Agent shall give
prompt notice thereof to the Company and the Lenders. Within five (5) Business
Days after receipt of such notice, the Companies at their own expense, shall
execute and deliver to the Documentation Agent, in exchange for the surrendered
Note, a new Note or Notes to the order of such assignee(s) in an amount equal to
the amount assumed by such assignee(s) pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained some portion of its
obligations hereunder, a new Note or Notes to the order of the assigning Lender
in an amount equal to the amount retained by it hereunder. Such new Note or
Notes shall be in an aggregate principal amount equal to the aggregate principal
amount of the surrendered Note, shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in the form of the assigned
Note. The surrendered Note shall be cancelled and returned to the Company. The
Documentation Agent shall have the right to substitute a revised Exhibit B
---------
hereto to reflect the respective commitments following each such assignment.
(c) Each Lender, without the consent of the Company or the Agents, may
sell participations to one or more banks in all or a portion of its Loans
(including its Commitment) under this Agreement, provided that the selling
Lender shall retain the sole right and responsibility to enforce the obligations
of the Companies relating to such Loans and that the only rights granted to the
participant pursuant to such participation arrangements with respect to waivers,
amendments or modifications of this Agreement shall be the right to approve
waivers, amendments, or modifications which require the consent of all of the
Lenders as provided in Section 11.12 hereof.
Section 10.7 Indemnification of the Agents. The Lenders ratably (computed
-----------------------------
by reference to each Lender's respective Commitment) shall indemnify each Agent,
their respective affiliates and the respective shareholders, directors,
officers, employees, agents and counsel of the foregoing (each an " Agent
Indemnitee") and hold each Agent Indemnitee harmless from and against any and
all claims (whether groundless or otherwise), liabilities, losses, damages,
costs and expenses of any kind, including, without limitation, (i) the
reasonable fees and disbursements of counsel and (ii) any expenses for which the
Agents have not been reimbursed by the Companies as required by this Agreement),
which may be incurred by such Agent
<PAGE>
32
Indemnitee arising out of or related to this Agreement or the transactions
contemplated hereby, or the Agents' actions taken hereunder; provided that no
Agent Indemnitee shall have the right to be indemnified hereunder for such Agent
Indemnitee's own gross negligence or willful misconduct, as determined by a
court of competent jurisdiction, or to the extent that such claim relates to the
breach by such Agent Indemnitee of its obligations under this Agreement.
Section 11. General.
-------
11.1 Definitions. As used in this Agreement, terms used herein with
-----------
initial capital letters shall have the following meanings, unless defined
elsewhere in this Agreement or unless the context clearly indicates otherwise:
"Administrative Agent" shall mean Fleet National Bank, or its successor
selected pursuant to Section 10.1 hereof
"Agent Indemnitee" shall have the meaning specified in Section 10.7 hereof.
"Advances" shall have the meaning specified in Section 1.1 hereof.
"Affiliate" shall mean, as to any Person, any Subsidiary of such Person and
any other Person which, directly or indirectly, controls, is controlled by, or
is under common control with, such Person. For purposes of this definition,
"control" shall mean the possession of the power to direct or cause the
direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise, and an Affiliate of
any of the Companies includes, without limitation, any officer or director of
such corporation and any Person who beneficially owns, directly or indirectly,
10% or more of the issued outstanding capital stock of such corporation.
"Agents" shall mean Fleet National Bank, Bank One, NA, and The Chase
Manhattan Bank.
"Agents Fee Agreement" shall mean any agreement among the Agents and the
Company from time to time relating to the compensation of the Agents in
connection with the preparation, negotiation, syndication and administration of
the Credit Facility.
"Agreement" shall mean this Revolving Credit and Term Loan Agreement, as it
may be amended and restated, modified and/or supplemented from time to time.
"Applicable Base Rate Margin" shall mean the following per annum interest
rate applicable to Base Rate Advances from time to time depending on the Funded
Debt to Total Capitalization Ratio Level of the Company:
<PAGE>
33
Level Applicable Base Rate Margin
----- ---------------------------
Level I 0.000%
Level II 0.000%
Level III 0.000%
The Applicable Base Rate Margin for any fiscal quarter shall be determined by
reference to the Funded Debt to Total Capitalization Ratio as of the last day of
the second fiscal quarter prior to the quarter for which the Applicable Base
Rate Margin is determined. For example, the Applicable Base Rate Margin for the
fiscal quarter beginning April 1, 2001 shall be determined on the basis of the
Funded Debt to Total Capitalization Ratio of the Company as of December 31,
2000.
"Applicable Eurodollar Rate Margin" shall mean the following per annum
interest rate applicable to Eurodollar Rate Advances from time to time depending
on the Funded Debt to Total Capitalization Ratio Level of the Company:
Level Applicable Eurodollar Rate Margin
----- ---------------------------------
Level I 0.500%
Level II 0.625%
Level III 0.750%
Notwithstanding the foregoing (i) for the period from the Effective Date through
December 31, 2001, the Applicable Eurodollar Rate Margin shall not be lower than
0.625%, and (ii) for so long as the total outstanding Advances exceed
$50,000,000, the foregoing Applicable Eurodollar Rate Margin on all Advances
shall be increased by 0.125%, and (iii) for so long as the total outstanding
Advances exceed $100,000,000, the foregoing Applicable Eurodollar Rate Margin on
all Advances shall be increased by an additional 0.125% (resulting in a total
increase by 0.25%).
The Applicable Eurodollar Rate Margin for any fiscal quarter shall be determined
by reference to the Funded Debt to Total Capitalization Ratio as of the last day
of the second fiscal quarter prior to the quarter for which the Applicable
Eurodollar Rate Margin is determined. For example, the Applicable Eurodollar
Rate Margin for the fiscal quarter beginning April 1, 2001 shall be determined
on the basis of the Funded Debt to Total Capitalization Ratio of the Company as
of December 31, 2000.
"Applicable Facility Fee Rate" shall mean the following per annum facility
fee interest rate applicable to the Available Credit from time to time depending
on the Funded Debt to Total Capitalization Ratio Level of the Company:
<PAGE>
34
Level Applicable Facility Fee Rate
----- ----------------------------
Level I 0.225%
Level II 0.225%
Level III 0.225%
The Applicable Facility Fee Rate for any fiscal quarter shall be determined by
reference to the Funded Debt to Total Capitalization Ratio as of the last day of
the second fiscal quarter prior to the quarter prior to the quarter for which
the Applicable Facility Fee Rate is determined. For example, the Applicable
Facility Fee Rate for the fiscal quarter beginning April 1, 2001 shall be
determined on the basis of the Funded Debt to Total Capitalization Ratio of the
Company as of December 31, 2000.
"Assignment and Acceptance" shall have the meaning specified in Section
10.6 hereof.
"Available Credit" shall have the meaning specified in Section 1.1 hereof.
"Bankruptcy Law" shall have the meaning specified in Section 9.1(h) hereof.
"Base Rate" shall mean the greater of (i) the Prime Rate or (ii) the
Federal Funds Rate plus 0.5%.
"Base Rate Advances" shall mean advances bearing interest at the Base Rate
plus the Applicable Base Rate Margin.
"Base Rate Tranche" shall mean any part of the principal amount of the
Loans that constitutes Base Rate Advances.
"Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which commercial banks in New Orleans, Louisiana (or London, England in the
case of Eurodollar Rate Advances or payments) are required or authorized to be
closed.
"Canadian Subsidiary" shall mean any Subsidiary organized under the laws of
Canada or any province thereof.
"Capital Asset" shall mean any asset other than a current asset (as
determined in accordance with generally accepted accounting principles).
"Capitalized Lease Obligation" shall mean any rental obligation which,
under generally accepted accounting principles, is or will be required to be
capitalized on the books of the Company or any Subsidiary, taken at the amount
thereof accounted for as indebtedness (net of interest expense) in accordance
with such principles, on a consolidated basis.
"CERCLA" shall mean the Comprehensive Environmental Response Compensation
and
<PAGE>
35
Liability Act, as amended.
"CERCLIS" shall mean the Comprehensive Environmental Response Compensation
and Liability Inventory System established pursuant to CERCLA.
"Code" shall have the meaning specified in Section 5.10.
"Commitments" shall mean the Line of Credit Commitments.
"Company" shall mean Tidewater Inc.
"Companies" shall mean the Company and the Domestic Subsidiaries.
"Consolidated EBITDA" shall mean Consolidated Net Income of the Company and
its Subsidiaries, plus (i) interest expense, (ii) tax expense and (iii)
----
depreciation and amortization expense, to the extent that any of such items are
deducted from consolidated gross revenues of the Company and its Subsidiaries
for the purpose of determining Consolidated Net Income.
"Consolidated Fixed Charge" shall mean the sum of all scheduled payments of
principal and interest due (and whether or not paid) on all Consolidated Funded
Debt of the Company and its Subsidiaries for the preceding 12 months, under
which the Company or any of its Subsidiaries is the obligor, on a consolidated
basis.
"Consolidated Funded Debt" shall mean the sum of (i) the aggregate
principal amounts outstanding on all indebtedness of the Companies for borrowed
money and all obligations of the Companies evidenced by notes, debentures, bonds
or similar instruments; and (ii) all Capitalized Lease Obligations (excluding
any obligation to purchase any asset at the end of a lease term until such asset
is so purchased), all determined in accordance with generally accepted
accounting principles on a consolidated basis.
"Consolidated Net Income" shall mean, for any period, the consolidated net
income of the Company and its Subsidiaries (excluding unusual, extraordinary
and/or non-recurring income and/or losses) determined on a consolidated basis in
accordance with generally accepted accounting principles.
"Consolidated Stockholders' Equity" shall mean total stockholders' equity
of the Company, on a consolidated basis, as shown on the Company's financial
statements prepared in accordance with generally accepted accounting principles
determined as of the last day of each fiscal quarter.
"Credit Facility" shall mean the Line of Credit and the Term Loan.
"Debt" shall mean, without duplication, (a) any obligation for borrowed
money (and any
<PAGE>
36
notes payable and drafts accepted representing extensions of credit whether or
not representing obligations for borrowed money); (b) any obligation secured by
a Lien on, or payable out of the proceeds of production from, property of the
Company or any Subsidiary (even though such obligation shall not be assumed by
the Company or such Subsidiary); and (c) any obligation, which under generally
accepted accounting principles is shown on the balance sheet as a liability
(including, without limitation, Capitalized Lease Obligations and excluding
reserves for deferred income taxes and for foreign employee service indemnities
and other reserves to the extent that such reserves do not constitute an
obligation); (d) amounts equal to the aggregate net rentals (after making
allowance for any interest, taxes or other expenses included therein) under any
lease (whether or not such rentals accrue and become payable only on an annual
or other periodic basis) which lease (i) constitutes the substantial equivalent
of a purchase of the property subject to such lease, (ii) has an initial term
materially less than the useful life of such property and provides that the
lessee has the option to renew such lease for the remaining useful life of such
property at a rental which at the inception of such lease appears to be
substantially less than the fair rental value of such property, or (iii)
provides an option to the lessee to acquire the property subject to such lease
at a price which, at the inception of such lease, appears to be substantially
less than the probable fair value of such property at the time or times of
permitted acquisition by the lessee; (e) guarantees, endorsements (other than
endorsements of negotiable instruments for collection in the ordinary course of
business) and other contingent liabilities (whether direct or indirect) in
connection with the obligations, stock or dividends of any Person; (f)
obligations under any contract providing for the making of loans, advances or
capital contributions to any Person, or for the purchase of any property from
any Person, in each case in order to enable such Person primarily to maintain
working capital, net worth or any other balance sheet condition or to pay debts,
dividends or expenses; (g) obligations under any contract for the purchase of
materials, supplies or other property if such contract (or any related document)
requires that payment for such materials, supplies or other property shall be
made regardless of whether or not delivery of such materials, supplies or other
property is ever made or tendered; (h) obligations under any contract to rent or
lease (as lessee) any real or personal property if such contract (or any related
document) provides that the obligation to make payments thereunder is absolute
and unconditional under conditions not customarily found in commercial leases
then in general use or requires that the lessee purchase or otherwise acquire
securities or obligations of the lessor; (i) obligations under any contract for
the sale or use of materials, supplies or other property if such contract (or
any related document) requires that payment for such materials, supplies or
other property, or the use thereof, shall be subordinated to any indebtedness
(of the purchaser or user of such materials, supplies or other property) owed or
to be owed to any Person; and (j) obligations under any other contract which, in
economic effect, is substantially equivalent to a guarantee; all as determined
in accordance with generally accepted accounting principles.
"Default" shall have the meaning specified in the definition of Event of
Default hereinafter.
"Documentation Agent" shall mean Bank One, NA.
<PAGE>
37
"Domestic Subsidiary" shall mean any Subsidiary organized under the laws of
any State of the United States.
"Drawdown Termination Date" shall mean April 30, 2004, or such later date
as the Agents, Lenders and the Companies agree to in writing.
"EBITDA to Fixed Charge Ratio" shall mean the ratio of (i) Consolidated
EBITDA for the immediately preceding four consecutive fiscal quarters, less the
tax expense for taxes actually paid during such period to (ii) Consolidated
Fixed Charge for such period.
"Effective Date" shall have the meaning specified in the introductory
paragraph of this Agreement.
"Environmental Authority" shall mean any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Requirement.
"Environmental Judgments and Orders" shall mean all judgments, decrees or
orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.
"Environmental Liabilities" shall mean any liabilities, whether accrued or
contingent, arising from or relating in any way to any Environmental
Requirements.
"Environmental Notices" shall mean any written communication from any
Environmental Authority stating possible or alleged noncompliance with or
possible or alleged liability under any Environmental Requirement, including
without limitation any complaints, citations, demands or requests from any
Environmental Authority for correction of any purported violation of any
Environmental Requirements or any investigation concerning any purported
violation of any Environmental Requirements. Environmental Notices also means
(i) any written communication from any private Person threatening litigation or
administrative proceedings against or involving any Company relating to an
alleged violation of any Environmental Requirements and (ii) any complaint,
petition or similar documents filed by any private Person commencing litigation
or administrative proceedings against or involving any Company relating to
alleged violation of any Environmental Requirements.
"Environmental Proceedings" shall mean any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.
"Environmental Releases" shall mean releases (as defined in CERCLA or under
any applicable state or local environmental law or regulation) of Hazardous
Materials.
<PAGE>
38
Environmental Releases do not include releases for which no remediation or
reporting is required by applicable Environmental Requirements and which do not
present a danger to health, safety or the environment.
"Environmental Requirements" shall mean any applicable local, state or
federal law, rule, regulation, permit, order, decision, determination or
requirement relating in any way to Hazardous Materials or to the protection of
human health or the environment.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.
"Eurodollar Rate" means during any Eurodollar Rate Interest Period for any
Tranche, an interest rate per annum equal to the quotient (converted to a
percentage) of (i) the rate per annum as determined by the Administrative Agent
at or about 9:00 o'clock A.M. (Eastern time) (or as soon thereafter as
practicable) on the second Business Day prior to the first day of each
Eurodollar Rate Interest Period, as being the rate at which deposits of United
States Dollars are offered to the Administrative Agent in the London inter-bank
market by the Reference Banks, at the time of determination and in accordance
with the normal practice in such market, for delivery on the first day of such
Eurodollar Rate Interest Period and for the number of days comprised therein,
in amounts equal (as nearly as may be) to the amount of the Tranche as of the
first day of such Eurodollar Rate Interest Period, divided by (ii) 1.00 minus
the Eurodollar Rate Reserve Requirement (as defined below), expressed as a
decimal, for such Eurodollar Rate Interest Period. "Eurodollar Rate Reserve
Requirement" shall mean for any day during a Eurodollar Rate Interest Period for
any Eurodollar Rate Tranche, that percentage which is specified by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, but not limited to, any marginal reserve
requirement) for the Lenders with respect to liabilities consisting of or
including "Eurocurrency liabilities" (as defined in Regulation D of the Board of
Governors of the Federal Reserve System) with a maturity equal to such
Eurodollar Rate Interest Period. In determining the percentage, the
Administrative Agent may use any reasonable averaging and attribution methods.
"Reference Banks" shall mean (i) the principal London offices of the banks shown
on page 16 of the Telerate screen (or such other page as may replace the
Eurodollar page on that service for the purpose of displaying London interbank
offered rates of major banks), in the case of Eurodollar Rate Interest Periods
of 1 month, 2 months, 3 months or 6 months. "Eurodollar Rate Interest Period"
shall be the period between the Business Day on which the Eurodollar Rate plus
the Applicable Eurodollar Rate Margin shall begin and the day on which the
Eurodollar Rate plus the Applicable Eurodollar Rate Margin shall end. The
duration of each Eurodollar Rate Interest Period for a Eurodollar Rate Advance
shall be 1 month, 2 months, 3 months or 6 months as the Company may select,
subject to the following: (i) no Eurodollar Rate Interest Period shall extend
past the maturity date of either the Line of Credit Notes or the Term Notes;
(ii) whenever the last day of any Eurodollar Rate Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Eurodollar Rate Interest Period shall be extended to occur on the next
succeeding Business Day, except that if the next succeeding Business Day would
occur in the
<PAGE>
39
next following calendar month, the last day of such Eurodollar Rate Interest
Period shall be shortened to occur on the next preceding Business Day; and (iii)
Eurodollar Rate Tranches outstanding under each Term Loan may not at any time
exceed the aggregate principal amount outstanding on such respective Term Loan.
"Eurodollar Rate Advances" shall mean Advances bearing interest at the
Eurodollar Rate plus the Applicable Eurodollar Rate Margin.
"Eurodollar Rate Interest Period" shall have the meaning specified in the
definition of Eurodollar Rate.
"Eurodollar Rate Tranche" shall mean any part of the principal amount of
the Loans that constitutes Eurodollar Rate Advances for a specific Eurodollar
Rate Interest Period.
"Event of Default" shall mean any of the events specified in Section 9,
provided that there has been satisfied any requirements in connection with such
- --------
event for the giving of notice, or the lapse of time, or the happening of any
further condition, event or act, and "Default" shall mean any of such events,
whether or not any such requirement has been satisfied.
"Federal Funds Rate" shall mean the rate per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (i) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day, and (ii) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
quoted to Fleet National Bank, Boston, Massachusetts on such day on such
transactions as determined by the Administrative Agent.
"Foreign Subsidiary" shall mean any Subsidiary other than a Domestic
Subsidiary.
"Funded Debt to EBITDA Ratio" shall mean the ratio of (i) Consolidated
Funded Debt determined as of the last day of each fiscal quarter, to (ii)
Consolidated EBITDA for the immediately preceding four consecutive fiscal
quarters.
"Funded Debt to Total Capitalization Ratio" shall mean the ratio of (i)
Consolidated Funded Debt to (ii) the sum of Consolidated Funded Debt plus
Consolidated Stockholders' Equity.
"Hazardous Materials" includes, without limitation (a) hazardous waste as
defined in the Resource Conservation and Recovery Act of 1976, or in any
applicable state or local law or regulation, (b) hazardous substances, as
defined in CERCLA, or in any applicable state or local law or regulation, (c)
gasoline, or any other petroleum product or by-product, (d) toxic
<PAGE>
40
substances, as defined in the Toxic Substances Control Act of 1976, or in any
applicable state or local law or regulation or (e) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide
Act of 1975, or in any applicable state or local law or regulation, as each such
Act, statute or regulation may be amended from time to time.
"Identified Subsidiaries" shall mean each of Tidewater Marine, L.L.C.;
Tidewater Marine Alaska, Inc.; and Zapata Gulf Marine L.L.C.
"Lease Rental Expenses" shall mean lease rentals payable by the Company or
any Subsidiary pursuant to any agreements to rent or lease any real or personal
property (excluding rentals or leases of data processing equipment and sales
offices, rentals treated as Debt and rentals of real property which have been
subleased to others by the Company or any Subsidiary for the remaining term of
such leases at rents at least equal to those payable by the Company or any
Subsidiary).
"Lender Indemnitee" shall have the meaning specified in Section 11.5(b)
hereof.
"Lenders" shall be the financial institutions listed on Exhibit B hereto,
together with any other financial institutions which become a party to this
Agreement and the holder of a Note, from time to time.
"Level" shall mean the following levels based on the Funded Debt to Total
Capitalization Ratio indicated:
Funded Debt to Total
Capitalization Ratio Level
---------------------- -----
Less than 25% I
25% through 32.49% II
32.5% through 39.99% III
"Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of any
financing statement under the Uniform Commercial Code of any jurisdiction) or
any other type of preferential arrangement for the purpose of, or having the
effect of protecting a creditor against loss or securing the payment or
preference of any obligation. "Liens" shall not include unsecured guarantees.
"Line of Credit" shall have the meaning specified in Section 1.1 hereof.
"Line of Credit Commitment" shall have the meaning specified in Section 1.1
hereof.
"Line of Credit Notes" shall have the meaning specified in Section 2.1
hereof.
<PAGE>
41
"Loan" shall mean the loans under the Credit Facility (including the Term
Loan).
"Multiemployer Plan" shall have the meaning specified in Section 5.10.
"Notes" shall mean the Line of Credit Notes and the Term Notes,
collectively, and any and all modifications, amendments, supplements, renewals,
rearrangements and/or extensions thereof.
"PBGC" shall mean the Pension Benefit Guaranty Corporation.
"Plan" shall have the meaning specified in Section 5.10 hereof.
"Persons" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.
"Prime Rate" shall mean the rate of interest announced publicly by Fleet
National Bank, from time to time as its prime or base rate.
"Properties" means all real property owned, leased or otherwise used or
occupied by the Company or any Subsidiary, wherever located.
"Reimbursable Taxes" shall have the meaning specified in Section 3.2(f)
hereof.
"Required Lenders" shall mean Lenders holding at least 66-2/3rds of the
aggregate principal amount of the Notes.
"Restricted Investments" shall have the meaning set forth in Section 6.9
hereof.
"Subsidiary" shall mean any corporation all of the stock of every class of
which, except directors' qualifying shares, shall, at the time as of which any
determination is being made, be beneficially owned or effectively controlled by
the Company, either directly or through Subsidiaries.
"Syndication Agent" shall mean The Chase Manhattan Bank.
"Term Loan" shall have the meaning specified in Section 1.1 hereof.
"Term Notes" shall have the meaning specified in Section 2.2 hereof.
"Third Party" shall mean all lessees, sublessees, licensees and other users
of the Properties, excluding those users of the Properties in the ordinary
course of the Company's business (consistent with its practices on the date of
this Agreement) and on a temporary basis.
<PAGE>
42
"Tranche" shall mean a part of the Loans that bears interest at a
particular rate depending on whether such tranche is a Eurodollar Rate Tranche
or Base Rate Tranche.
11.2 Financial Terms. Unless otherwise defined or the context otherwise
---------------
requires, all financial and accounting terms shall be defined under generally
accepted accounting principles.
11.3 Delay. No delay on the part of the Lenders or any holder of the
-----
Notes, in the exercise of any power or right shall operate as a waiver thereof,
nor shall any single or partial exercise of any power or right preclude other or
further exercise thereof, or the exercise of any other power or right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law (except to the extent waived by Section 9.3 hereof).
11.4 Notices. Any notice or demand which, by any provision of this
-------
Agreement, is required or permitted to be given or served by any Agent or
Lenders to or on the Companies shall be deemed to have been sufficiently given
and served for all purposes (if mailed) three calendar days after being
deposited, postage prepaid, in the United States mail, registered or certified
mail, or (if delivered by express courier) one calendar day after being
delivered to such courier, or (if delivered in person) the same day as delivery,
in each case addressed (until another address or addresses are given in writing
by the Companies to Documentation Agent and Administrative Agent or Lenders) as
follows:
Tidewater Inc.
Pan American Life Center - Suite 1900
601 Poydras Street
New Orleans, Louisiana 70130
Attention: Chief Financial Officer
With a copy to:
Tidewater Inc.
Pan American Life Center - Suite 1900
601 Poydras Street
New Orleans, Louisiana 70130
Attention: General Counsel
Any notice or demand which, by any provision of this Agreement, is required
or permitted to be given or served by the Companies to or on Administrative
Agent or Documentation Agent shall be deemed to have been sufficiently given and
served for all purposes (if mailed) three calendar days after being deposited,
postage prepaid, in the United States mail, registered or certified mail, or (if
delivered by express courier) one calendar day after being delivered to such
courier, or (if delivered in person) the same day as delivery, in each case
addressed (until another address or addresses are given in writing by
Administrative Agent
<PAGE>
43
or Documentation Agent to the Companies) as follows:
Administrative Agent:
Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Attention: Transportation Division
(Mail Stop 01-08-01)
Documentation Agent:
Bank One, NA
201 St. Charles Avenue, 29th Floor
New Orleans, LA 70170
Attention: Energy Group
J. Charles Freel, Jr.
First Vice President
With a copy to:
Philip deV. Claverie, Esq.
Phelps Dunbar, L.L.P.
Canal Place - Suite 2000
365 Canal Street
New Orleans, Louisiana 70130
Any notice or demand which, by any provision of this Agreement, is required
or permitted to be given or served by the Companies to or on Lenders shall be
deemed to have been sufficiently given and served for all purposes (if mailed)
three calendar days after being deposited, postage prepaid, in the United States
mail, registered or certified mail, or (if delivered by express courier) one
calendar day after being delivered to such courier, or (if delivered in person)
the same day as delivery, in each case addressed (until another address or
addresses are given in writing by Lenders to the Companies) to the Lenders at
the addresses set forth on Exhibit B hereto.
---------
11.5 Costs, Expenses and Taxes; Indemnification. (a) The Companies shall
------------------------------------------
pay on demand the reasonable out-of-pocket costs and expenses of the Agents in
connection with the negotiation, syndication, preparation, execution and
delivery of this Agreement and any amendments thereto or waivers thereof which
may be requested by the Companies, including the reasonable fees and out-of-
---------
pocket expenses of legal counsel to Agents. The Companies shall pay on demand
the reasonable out-of-pocket costs and expenses of the Agents and each of the
<PAGE>
44
Lenders in connection with the enforcement of this Agreement and/or the Notes
and in connection with any amendments thereto or waivers thereof which may be
requested by the Companies during the continuance of, or to avoid, a Default or
Event of Default, including any amendments or waivers tantamount to a
---------
refinancing, restructuring, or reorganization (whether or not under any
Bankruptcy Law). The out-of-pocket costs and expenses referred to in the
previous sentence shall include the reasonable fees and out-of-pocket expenses
of any legal counsel retained by the Agents or by any Lender, and the reasonable
fees and out-of-pocket expenses of any independent public accountants and other
outside experts retained by the Agents on behalf of the Lenders. The Lenders
agree that, with respect to the retention of separate legal counsel for each
Lender under such circumstances, each will consider in good faith whether
separate legal counsel is reasonably appropriate under the policies of that
Lender and, in any event, endeavor to avoid unreasonable duplication of work
effort by such legal counsel. The Companies shall pay any and all documentary
and other taxes (other than income or gross receipts taxes generally applicable
to banks) and shall reimburse, hold harmless, and indemnify the Agents and each
Lender from and against any and all loss, liability, or legal or other expense
with respect to or resulting from any delay in paying or failure to pay any tax,
cost, expense, fee, or charge or that any of them may suffer or incur by reason
of the failure of the Companies to perform any of its obligations under this
Agreement or the Notes. Any amount payable to the Agents or any Lender under
this Section shall bear interest from the date of receipt of demand for payment
at the Base Rate plus one percent (1%).
(b) The Companies shall indemnify each Agent and Lender, their respective
affiliates and the respective shareholders, directors, officers, employees,
agents and counsel of the foregoing (each a "Lender Indemnitee") and hold each
Lender Indemnitee harmless from and against any and all liabilities, losses,
damages, costs and expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be incurred by such
Lender Indemnitee in connection with any investigative, administrative or
judicial proceeding (whether or not such Lender Indemnitee shall be designated a
party thereto) brought or threatened relating to or arising out of the Credit
Facility or any actual or proposed use of proceeds of the Loans hereunder;
provided that no Lender Indemnitee shall have the right to be indemnified
hereunder for such Lender Indemnitee's own gross negligence or willful
misconduct as determined by a court of competent jurisdiction, or to the extent
that such claim relates to the breach by such Lender Indemnitee of its
obligations under this Agreement.
11.6 Foreign Lenders. (a) All payments by the Company under the Credit
---------------
Facility shall be made free and clear of and without deduction for or on account
of any present or future income, stamp, or other taxes, fees, duties,
withholding or other charges of any nature whatsoever imposed by any taxing
authority, excluding in the case of each Lender taxes imposed on or measured by
its net income or franchise taxes imposed in lieu of net income taxes by the
jurisdiction in which it is organized or through which it acts for purposes of
this Agreement.
(b) If as a result of any change in law (or the interpretation thereof)
after the Effective Date, any withholding or deduction from any payment to be
made to, or for the account of, a
<PAGE>
45
Lender by the Companies hereunder is required in respect of any non-excluded
taxes referred to in Subsection (a) above pursuant to any applicable law, rule,
or regulation, then the Company will (i) pay to the relevant authority the full
amount required to be so withheld or deducted; (ii) to the extent available,
promptly forward to the Agent an official receipt or other documentation
satisfactory to the Documentation Agent evidencing such payment to such
authority; and (iii) pay to the Administrative Agent, for the account of each
affected Lender, such additional amount or amounts as are necessary to ensure
that the net amount actually received by such Lender will equal the full amount
such Lender would have received had no such withholding or deduction been
required. Each Lender shall determine such additional amount or amounts payable
to it (which determination shall, in the absence of manifest error, be
conclusive and binding on the Company). If a Lender becomes aware that any such
withholding or deduction from any payment to be made by the Company under the
Credit Facility is required, then such Lender shall promptly notify the
Documentation Agent and the Company thereof stating the reasons therefor and the
additional amount required to be paid under this Section, and such Lender shall
execute and deliver to the Documentation Agent and the Company such forms as it
may be required to execute and deliver pursuant to Subsection (c) hereof. To the
extent that any such withholding or deduction results from the failure of a
Lender to provide a form required by Subsection (c) hereof, the Company shall
have no obligation to pay the additional amount required by clause (iii) above.
Anything in this Section notwithstanding, if any Lender elects to require
payment by the Company of any material amount under this Section, the Company
may, within 60 days after the date of receiving notice thereof and so long as no
Default shall have occurred and be continuing, elect to terminate such Lender as
a party to this Agreement; provided that, concurrently with such termination,
the Company shall (i) if the Documentation Agent and each of the other Lenders
shall consent, pay that Lender all principal, interest and fees and other
amounts owed to such Lender through such date of termination or (ii) have
arranged for another financial institution approved by the Documentation Agent
(such approval not to be unreasonably withheld) as of such date, to become a
substitute Lender for all purposes under this Agreement in the manner provided
for herein; provided further that, prior to substitution for any Lender, the
Company shall have given written notice to the Documentation Agent of such
intention and the Lenders shall have the option, but not the obligation, for a
period of 60 days after receipt of such notice, to increase their Commitments in
order to replace the affected Lender in lieu of such substitution.
(c) With respect to each Lender which is organized under the laws of a
jurisdiction outside the United States, on the day of the initial borrowing from
each such Lender hereunder and from time to time thereafter if requested by the
Company or the Documentation Agent, such Lender shall provide the Documentation
Agent and the Company with the forms prescribed by the Internal Revenue Service
of the United States certifying as to such Lender's status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to such Lender hereunder or other documents satisfactory to
such Lender and Documentation Agent indicating that all payments to be made to
such Lender hereunder are not subject to United States withholding tax. Unless
the Documentation Agent and the Company shall have received such forms or such
documents indicating that payments hereunder are not
<PAGE>
46
subject to United States withholding tax, the Administrative Agent and the
Company shall withhold taxes from such payments at the applicable statutory rate
in the case of payments to or for any Lender organized under the laws of a
jurisdiction outside the United States.
11.7 Severability. Any provision of this Agreement 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 portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
11.8 Counterparts. This Agreement may be executed in as many counterparts
------------
as may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.
11.9 Law. This Agreement and the Notes shall be contracts made under and
---
governed by the laws of the State of Louisiana.
11.10 Successors. This Agreement shall be binding upon the Companies and
----------
Lenders, and their respective successors and assigns, and shall inure to the
benefit of the Companies and Lenders, and the successors and assigns of Lenders.
The Companies shall not assign their rights or duties hereunder without the
consent of Lenders.
11.11 Singular and Plural. Words used herein in the singular, where the
-------------------
context so permits, shall be deemed to include the plural and vice versa. The
definition of words in the singular herein shall apply to such words when used
in the plural where the context so permits and vice versa.
11.12 Amendments. No amendment or waiver of any provision of this
----------
Agreement or consent to any departure therefrom by the Companies or Lenders
shall be effective unless the same shall be in writing and signed by the
Companies, the Agents and the Required Lenders, provided that, without the
--------
written consent of all of the Lenders, no amendment to this Agreement shall (i)
change the maturity of any Note, or (ii) change the principal of or the rate or
time of payment of interest or any premium payable with respect to any Note, or
(iii) change the principal payment date of any installment of the Term Notes, or
(iv) increase the Commitments, or (v) release any of the Companies, or affect
the time, amount or allocation of any required prepayments, or (vi) reduce the
proportion of the Required Lenders required with respect to any consent, or
(vii) change the definition of Required Lenders or amend this Section 11.12. No
course of dealing between any of the Companies and the Lenders nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any of the Lenders. In the case of a waiver or consent, such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
11.13 Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties and supersedes any and all prior agreements with respect to
the transactions contemplated
<PAGE>
47
hereby.
[Signatures on Following Pages]
<PAGE>
48
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first written above.
TIDEWATER INC.
By: /s/ J. Keith Lousteau
-----------------------------
Name: J. Keith Lousteau
Title: Senior Vice President
and Chief Financial Officer
GULF FLEET SUPPLY VESSELS, L.L.C.
HILLIARD OIL & GAS, INC.
JACKSON MARINE, L.L.C.
JAVA BOAT CORPORATION
QUALITY SHIPYARDS, L.L.C.
S.O.P., INC.
SEAFARER BOAT CORPORATION
POINT MARINE, L.L.C.
T. BENETEE, L.L.C.
TIDEWATER OFFSHORE (GP-1984), INC.
TIDEWATER MARINE, L.L.C.
TIDEWATER MARINE ALASKA, INC.
TIDEWATER MARINE SERVICE, INC.
TIDEWATER MARINE WESTERN, INC.
TT BOAT CORPORATION
TWENTY GRAND MARINE SERVICE, L.L.C.
TWENTY GRAND OFFSHORE, INC.
ZAPATA GULF MARINE, L.L.C.
ZAPATA GULF MARINE OPERATORS, L.L.C.
ZAPATA GULF PACIFIC, L.L.C.
By: /s/ J. Keith Lousteau
-----------------------------
Name: J. Keith Lousteau
Title: Authorized Representative
<PAGE>
49
FLEET NATIONAL BANK
Agent and Lender
By: /s/ Sean F. McCarthy
----------------------------
Name: Sean F. McCarthy
Title: Director
BANK ONE, NA (Chicago Main Office),
Agent and Lender
By: /s/ J. Charles Freel, Jr.
---------------------------------
Name: J. Charles Freel, Jr.
Title: First Vice President
THE CHASE MANHATTAN BANK,
Agent and Lender
By: /s/ Mona M. Foch
------------------------
Name: Mona M. Foch
Title: Managing Director
AMSOUTH BANK, Lender
By: /s/ Bill Hinrichs
-------------------------
Name: Bill Hinrichs
Title: Vice President
FIRST UNION NATIONAL BANK, Lender
By: /s/ Roy O. Young
------------------------
Name: Roy O. Young
Title: Vice President
<PAGE>
50
ROYAL BANK OF CANADA, Lender
By: /s/ Jason York
----------------------
Name: Jason York
Title: Manager
WELLS FARGO BANK TEXAS, N.A., Lender
By: /s/ Frank S. Schageman
------------------------------
Name: Frank S. Schageman
Title: Vice President & Manager
Oilfield Services & Mfg.
WHITNEY NATIONAL BANK, Lender
By: /s/ Donald J. Zornman
-----------------------------
Name: Donald J. Zornman
Title: Vice President
HIBERNIA NATIONAL BANK, Lender
By: /s/ Gary Culbertson
---------------------------
Name: Gary Culbertson
Title: Vice President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>3
<FILENAME>dex10c.txt
<DESCRIPTION>1992 STOCK OPTION PLAN
<TEXT>
<PAGE>
EXHIBIT 10(c)
AMENDED AND RESTATED
TIDEWATER INC.
1992 STOCK OPTION AND
RESTRICTED STOCK PLAN
(EFFECTIVE JULY 27, 2000)
WHEREAS, Tidewater Inc., a Delaware Corporation (the "Company") restated
the Tidewater Inc. Stock Option and Restricted Stock Plan (the "Plan") effective
August 15, 1996;
WHEREAS, the Company amended the Plan effective October 1, 1999, and
WHEREAS, the Company wishes to further amend the Plan to extend the post-
retirement exercise period of options granted in 1996 to non-employee directors
under the Plan and to restate the plan;
NOW, THEREFORE, pursuant to the power reserved to the Board in Section 21
of the Plan, Section 11 of the Plan entitled "Automatic Grants to Non-Employee
Directors" is hereby amended to read as set forth herein and, as amended, the
Plan is hereby restated to reflect all amendments and to read in its entirety as
follows:
1. PURPOSE
The purpose of the 1992 Stock Option and Restricted Stock Plan (the
"Plan") is to promote the interests of Tidewater Inc. (the "Company") and
its shareholders by attracting and retaining directors and key employees
capable of furthering the future success of the Company and by providing
such persons an additional incentive through stock ownership to continue
and increase their efforts with respect to the Company or its subsidiaries.
The Plan provides for granting such persons (a) options for the purchase of
Common Shares of the Company (the "Shares") and (b) Shares which are both
restricted as to transferability and subject to a substantial risk of
forfeiture ("Restricted Shares").
2. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee")
consisting of not less than two Directors appointed by the Board of
Directors, each of whom shall (a) qualify as a "non-employee director"
under Rule 16B-3 under the Securities Exchange Act of 1934, as in effect
August 15, 1996 and (b) qualify as an "outside director under Section 162
(m) of the Internal Revenue Code of 1986, as amended. Unless otherwise
determined by the Board or required by the Plan, the Compensation Committee
of the Board of Directors shall be the Committee. Subject to the
limitations and conditions hereinafter set forth, the Committee shall have
authority to grant options hereunder, to determine the number of Shares for
which each option shall be granted and the option price or prices, to make
awards of Restricted Shares, to determine the number of Restricted Shares
to be granted, and to establish in its discretion the restrictions to
1
<PAGE>
which any such Restricted Shares shall be subject. The Committee shall have
full power to construe and interpret the Plan, to establish and amend rules
for its administration, and to establish in its discretion terms and
conditions applicable to the exercise of options and the grant of
Restricted Shares.
3. SHARES SUBJECT TO THE PLAN
The Shares to be transferred or sold pursuant to the grant of
Restricted Shares or the exercise of options granted under the Plan shall
be authorized Shares, and may be issued Shares reacquired by the Company
and held in its treasury or may be authorized but unissued Shares. Subject
to adjustment as provided in Section 19 hereof, the aggregate number of
Shares to be granted as Restricted Shares or to be delivered upon the
exercise of options granted under the Plan shall not exceed 2,200,000
shares.
If an option expires or terminates for any reason during the term of
the Plan and prior to the exercise in full of such option, or if Restricted
Shares are forfeited as provided in the grant of such Shares, the number of
Shares previously subject to but not delivered under such option or grant
of Restricted Shares shall be available for the grant of options or
Restricted Shares thereafter.
4. ELIGIBILITY
Options or Restricted Shares may be granted from time to time to key
employees, including officers, of the Company and any subsidiary
("eligible, employees"), as defined in this Section 4, and options shall be
granted automatically to non-employee Directors as provided in Section 11
hereof. From time to time, the Committee shall designate from such eligible
employees those who will be granted options or Restricted Shares and, in
connection therewith, the number of Shares to be covered by each grant of
options or Restricted Shares. Persons granted options are referred to
hereinafter as "optionees," and persons granted Restricted Shares are
referred to hereinafter as "grantees." Nothing in the Plan, or in any grant
of options or Restricted Shares pursuant to the Plan, shall confer on any
person any right to continue in the employ of the Company or any of its
subsidiaries, nor in any way interfere with the right of the Company or any
of its subsidiaries to terminate the person's employment at any time.
The term "subsidiary" shall mean any corporation now existing or
hereafter organized or acquired (other than the Company) 'in an unbroken
chain of corporations beginning with the Company if, at the time of the
granting of the option, each of the corporations (including the Company)
other than the last corporation in the unbroken chain owns stock possessing
40% or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain; provided that, for all
purposes in connection with the grant or exercise of ISOs, as defined in
Section 5 below, "50%" shall be substituted for "40%" in the above
definition.
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<PAGE>
PROVISIONS RELATING TO OPTIONS
5. Character of Options
It is the intent of the Plan that options granted hereunder shall be
incentive stock options ("ISOs") as such term is defined in Section 422A of
the Internal Revenue Code of 1986, as amended from time to time (the
"Code"), to the extent and only to the extent that such options are so
identified in writing in the stock option agreement relating thereto. All
options not identified as ISOs at the time of grant are intended to be
"nonqualified" or "nonstatutory" stock options which are not ISOs.
6. STOCK OPTION AGREEMENT
Each option granted under the Plan shall be evidenced by a stock
option agreement which shall be executed by the Company and by the person
to whom the option is granted and which shall identify as an ISO any option
intended to be such. The agreement shall contain such terms and provisions,
not inconsistent with the Plan, as shall be determined by the Committee.
7. LIMITATION ON ISO GRANTS
The aggregate fair market value (determined on the date the ISO is
granted) of the Shares with respect to which ISOs are exercisable for the
first time by an optionee during any calendar year shall not exceed
$100,000.
8. OPTION EXERCISE PRICE
The price per Share to be paid by the optionee on the date an option
is exercised shall be not less than the fair market value of one Share on
the date the option is granted, provided that if the option granted is an
ISO and if the optionee, on the date of the option grant, owns (within the
meaning of Section 425 (d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or
any subsidiary thereof, the price per Share to be paid by the optionee at
the time an option is exercised shall be not less than 110W of the fair
market value of one Share on the date the option is granted.
For purposes of this Plan, the term "fair market value" of a Share
shall be the closing selling price thereof on the consolidated transaction
reporting system for New York Stock Exchange issues on the date of
reference or, if no Shares are traded on that date, the most recent date on
which Shares are traded, provided that such determination of fair market
value for ISOs shall comply with regulations issued by the Secretary of the
Treasury for the purposes of determining fair market value of securities
subject to an ISO plan under Section 422A of the Code.
9. OPTION TERM
The period after which options granted under the Plan may not be
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<PAGE>
exercised shall be determined by the Committee with respect to each option
granted, but may not exceed ten years from the date on which the option is
granted, subject to the third paragraph of Section 10 hereof, provided that
in the case of any ISO granted to any optionee who, on the date of the
option grant, owns (within the meaning of Section 425 (d) of the code)
stock possessing more than 1O% of the total combined voting power of all
classes of stock of the Company or any subsidiary thereof, the maximum such
option period shall be five years rather than ten years.
10. EXERCISE OF OPTIONS
The time or times at which or during which options granted under the
Plan may be exercised, and any conditions pertaining to such exercise or to
the vesting in the optionee of the right to exercise options, shall be
determined by the Committee in its sole discretion.
No option granted under the Plan shall be assignable or otherwise
transferable by the optionee, either voluntarily or involuntarily, except
(a) by will, (b) by the laws of descent and distribution, (c) in the case
of non-qualified stock options only, if permitted by the Committee and so
provided in the stock option agreement or an amendment thereto, (i)
pursuant to a domestic relations order, (ii) to family members, a family
partnership or trust for the benefit of family members, or (iii) a to
charitable institutions.
For employee optionees, an exercisable option shall lapse if an
optionee's employment by the Company or a subsidiary is terminated for any
reason other than death, disability, or retirement, provided that the
option may thereafter be exercised, to the extent it was exercisable on the
date of termination of employment, for such a period of time not to exceed
one year, from the date of termination as the Committee shall specify. In
the event of death, disability, or retirement, any options exercisable by
the optionee at the time of his or her death, disability, or retirement may
be exercised within one year thereafter by the optionee (or in the case of
death by the person or persons to whom the optionee' s rights under the
options shall pass by will or by the applicable law of descent and
distribution), provided that more restrictive exercisability restrictions
may be required to be met if the option is to be treated as an ISO.
However, in no event may any option be exercised by anyone after the later
of (a) the final date upon which the optionee could have exercised it had
the optionee continued in the employment of the Company or its subsidiaries
to such date, or (b) one year after the optionee's death.
An option may be exercised only by a notice in writing complying in
all respects with the applicable stock option agreement. Such notice may
instruct the Company to deliver Shares due upon the exercise of the option
to any registered broker or dealer approved by the Company (an "approved
broker") in lieu of delivery to the optionee. Such instructions shall
designate the account into which the Shares are to be deposited. The
optionee may tender such notice, properly executed by the optionee,
together with the aforementioned delivery instructions,
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<PAGE>
to an approved broker. The purchase price of the Shares as to which an
option is exercised shall be paid in cash or by check, except that the
Committee may, in its discretion, allow such payment to be by surrender of
unrestricted Shares (at their fair market value on the date of exercise),
or by a combination of cash, check and unrestricted Shares.
The obligation of the Company to deliver Shares upon such exercise
shall be subject to all applicable laws, rules and regulations, and to such
approvals by governmental agencies as may be deemed appropriate by the
Committee, including, among others, such steps as counsel for the Company
shall deem necessary or appropriate to comply with requirements of relevant
securities laws. Such obligation shall also be subject to the condition
that the Shares reserved for issuance upon the exercise of options granted
under the Plan shall have been duly listed on any national securities
exchange which then constitutes the principal trading market for the
Shares.
11. AUTOMATIC GRANTS TO NONEMPLOYEE DIRECTORS
During each year of the term of this Plan, each Director who is not
then an employee of the Company or any subsidiary shall receive on the date
of the annual shareholders meeting options to purchase 1,000 Shares. Each
such option shall have a term of ten years and must be exercised within one
year of termination of service as a Director, except that, in the event of
termination of Board service as a result of retirement (at age 65 or later
or after having completed five or more years of service on the Board),
options granted to non-employee Directors under the Plan on the day of the
1996 annual meeting of stockholders of the Company may be exercised within
five years from the date of termination of Board service, but no later than
ten years after the date of grant. Each such option shall become
exercisable six months after the date of grant. The price per Share to be
paid by the holder of such an option shall equal the fair market value of
one Share on the date the option is granted. The purchase price of the
Shares as to which such an option is exercised shall be paid only in cash
or by certified or bank check. Any Director holding options granted under
this Section 11 who is a member of the Committee shall not participate in
any action of the Committee with respect to any claim or dispute involving
such Director.
PROVISIONS RELATING TO RESTRICTED SHARES
12. GRANTING OF RESTRICTED SHARES
The Committee may grant Restricted Shares to eligible employees at any
time. In granting Restricted Shares, the Committee shall determine in its
sole discretion the period or periods during which the restrictions on
transferability applicable to such Shares will be in force (the "Restricted
Period"). The Restricted Period may be the same for all such Shares granted
at a particular time or to any one grantee or may be different with respect
to different grantees or with respect to various of the Shares granted to
the same grantee, all as determined by the Committee in its sole
discretion.
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<PAGE>
Each grant of Restricted Shares under the Plan shall be evidenced by
an agreement which shall be executed by the Company and by the person to
whom the Restricted Shares are granted. The agreement shall contain such
terms and provisions, not inconsistent with the Plan, as shall be
determined by the Committee.
13. RESTRICTIONS ON TRANSFERABILITY
During the Restricted Period applicable to each grant of Restricted
Shares, such Shares may not be sold, assigned, transferred or otherwise
disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, a
grantee's eventual right, if any, to such Shares may not be assigned or
transferred except by will or by the laws of descent and distribution. The
restrictions on the transferability of Restricted Shares imposed by this
Section are referred to in this Plan as the "Transferability Restrictions."
14. DETERMINATION OF VESTING RESTRICTIONS
With respect to each grant of Restricted Shares, the Committee shall
determine in its sole discretion the restrictions on vesting which will
apply to the Shares for the Restricted Period, which restrictions, as
initially determined and as they may be modified pursuant to the Plan, are
referred to hereinafter as the "Vesting Restrictions." By way of
illustration but not by way of limitation, any such determination of
Vesting Restrictions by the Committee may provide (a) that the grantee will
not be entitled to any such Shares unless he or she is still employed by
the Company or its subsidiaries at the end of the Restricted Period; (b)
that the grantee will become vested in such Shares according to such
schedule as the Committee may determine; (c) that the grantee will become
vested in such Shares in any combination of the foregoing or under such
other terms and conditions as the Committee in its sole discretion may
determine; and (d) how any such Vesting Restrictions will be applied,
modified or accelerated in the case of the grantee's death, total and
permanent disability (as determined by the Committee), or retirement.
15. MANNER OF HOLDING AND DELIVERING RESTRICTED SHARES
Unless the Committee shall otherwise determine, each certificate
issued for Restricted Shares granted hereunder will be registered in the
name of the grantee and will be held by the Company with a stock power
executed in blank by the grantee covering such Shares. The certificates for
such Shares will remain in the possession of the Company until the earlier
of the end of the applicable Restricted Period or, if the Committee has
provided for earlier termination of the Transferability Restrictions
following a grantee's death, total and permanent disability, retirement, or
earlier vesting of such Shares, such earlier termination of the
Transferability Restrictions. At whichever time is applicable, the
certificates representing the number of such Shares to which the grantee is
then entitled will be delivered to the grantee free and clear of the
Transferability Restrictions,
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<PAGE>
provided that in the case of a grantee who is not entitled to receive the
full number of such Shares evidenced by the certificates then being
released from escrow because of the application of the Vesting
Restrictions, such certificates will be canceled, and anew certificate
representing the Shares, if any, to which the grantee is entitled pursuant
to the Vesting Restriction, will be issued and delivered to the grantee,
free and clear of the Transferability Restrictions.
16. TRANSFER IN THE EVENT OF DEATH, DISABILITY OR RETIREMENT
Notwithstanding a grantee's death, total and permanent disability, or
retirement, the certificates for his or her Restricted Shares will remain
in the possession of the Company and the Transferability Restrictions will
continue to apply to such Shares unless the Committee determines otherwise.
Upon the termination of the Transferability Restrictions, either upon any
such determination by the Committee or at the end of the Applicable
Restricted Period, as the case may be, the portion of such grantee's
Restricted Shares to which he or she is entitled, determined pursuant to
his or her applicable Vesting Restrictions, will be awarded and delivered
to the grantee or to the person or persons to whom the grantee's rights, if
any, to the Shares shall pass by will or by the applicable law of descent
and distribution, as the case may be.
17. LIMITATIONS ON OBLIGATION TO DELIVER SHARES
The Company shall not be obligated to deliver any Restricted Shares
free and clear, of the Transferability Restrictions until the Company has
satisfied itself that such delivery complies with all laws and regulations
by which the Company is bound. Furthermore, prior to receiving delivery of
any Restricted Shares free of the Transferability Restrictions, the grantee
or other person entitled to receive such Shares must pay the Company an
amount equal to the taxes, if any, which the Company is required to
withhold due to such delivery.
GENERAL PROVISIONS
18. SHAREHOLDER RIGHTS
Except for the Transferability Restrictions, a grantee of Restricted
Shares shall have all the rights of a holder of the Shares, including the
right to receive dividends paid on such Shares and the right to vote such
Shares at meetings of shareholders of the Company. However, no optionee
shall have any of the rights of a shareholder with respect to any Shares
unless and until he or she has exercised his or her option with respect to
such Shares and has paid the full purchase price therefor.
19. CHANGES IN SHARES
The aggregate number of Shares for which options or Restricted Shares
may be granted or options exercised, the maximum number of Shares which,
with respect to any one person at any time, may be subject to restrictions
or subject to
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<PAGE>
unexercised and outstanding options, and the number of Shares subject to
each outstanding option or Restricted Share grant and option prices per
share shall be subject to appropriate adjustment for any changes in the
number of outstanding Shares resulting from a merger, recapitalization,
stock exchange, stock split, stock dividend, corporate division or other
change in the Company's corporate or capital structure.
20. CHANGE OF CONTROL
(a) This Section 20 has been amended, effective October 1, 1999
(the "Amendment") to read as provided herein. However, to the extent
that (and only to the extent that) any right to which a grantee of
outstanding options or restricted stock under the Plan is entitled
prior to the effective date of the Amendment (whether under the Plan,
related agreements, amendments thereto, or interpretations by the
Compensation Committee) would be detrimentally affected by the
Amendment, the Amendment shall not apply. By way of illustration, and
not limitation, the following interpretations of the Compensation
Committee with respect to an "Acceleration Date", as defined in the
Plan (and related agreements and amendments thereto) prior to the
Amendment, remain in full force and effect: (i) the 30-day
exercisability period following an Acceleration Date shall not be
affected by the termination of employment of an optionee on the
Acceleration Date or during such 30-day period, and (ii) all
outstanding options, both non-qualified and incentive, shall be
accelerated and become exercisable in full at the Acceleration Date
(and to the extent, if any, required by section 422(d) of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"),
accelerated incentive stock options shall thereby become non-qualified
stock options).
(b) Notwithstanding any other provision of the Plan (or any
provision of any agreement with respect to any grant hereunder),
immediately prior to any Change of Control of the Company (as defined
in Section 20(d) hereof), all stock options (whether non-qualified or
incentive and whether granted to an employee or to a nonemployee
Director) which are then outstanding hereunder shall become fully
vested and exercisable and all Transferability Restrictions and
Vesting Restrictions on Restricted Shares then outstanding hereunder
shall automatically lapse and be deemed waived. As used in the
immediately preceding sentence, "immediately prior" to the Change of
Control shall mean sufficiently in advance of the Change of Control to
permit the grantee to take all steps reasonably necessary (i) if an
optionee, to exercise any such option fully and (ii) to deal with the
Shares purchased under any such option and any formerly Restricted
Shares on which restrictions have lapsed so that both types of Shares
may be treated in the same manner in connection with the Change of
Control as the Shares of other shareholders. To the extent, if any,
required by section 422(d) of the Code, incentive stock options which
become exercisable immediately prior to a Change of Control pursuant
to this Section 20(b) shall thereby become non-qualified stock
options. Notwithstanding any other provision of the Plan (or any
provision of any agreement with respect to any grant hereunder), (i)
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<PAGE>
any stock option which becomes exercisable pursuant to this Section
20(b) shall remain exercisable until the earlier of the end of the
option term or the lapse of the option, and (ii) any lapse and deemed
waiver of Transferability Restrictions and Vesting Restrictions on
Restricted Shares pursuant to this Section 20(b) shall be a permanent
lapse and deemed waiver of such restrictions.
(c) If any corporation, person or other entity (other than the
Company) makes a tender offer or exchange offer for shares of the
Company's common stock pursuant to which purchases are made (an
"Offer"), then from and after the date of the first purchase of the
Company's common stock pursuant to the Offer (the "Acceleration
Date"), all outstanding options shall automatically become fully
exercisable and the Transferability Restrictions and Vesting
Restrictions on Restricted Shares shall automatically be deemed waived
by the Company, without the necessity of any action by any person, for
a period of 30 calendar days following the Acceleration Date. Subject
to the other provisions of this Section 20, following the expiration
of the 30-day period, any options not exercised and any shares of the
Company's common stock issued hereunder not tendered or exchanged
shall again be subject to the terms and conditions applicable prior to
the Offer."
(d) As used in this Section 20, "Change of Control" shall mean:
(i) the acquisition by any "Person" (as defined in Section 20(e)
hereof) of "Beneficial Ownership" (as defined in Section 20(e) hereof)
of 30% or more of the outstanding Shares of the Company's Common
Stock, $0.10 par value per share (the "Common Stock") or 30% or more
of the combined voting power of the Company's then outstanding
securities; provided, however, that for purposes of this subsection
(d)(i), the following shall not constitute a Change of Control:
(A) any acquisition (other than a "Business Combination" (as
defined in Section 20(d)(iii) hereof) which constitutes a Change of
Control under Section 20(d)(iii) hereof) of Common Stock directly from
the Company,
(B) any acquisition of Common Stock by the Company or its
subsidiaries,
(C) any acquisition of Common Stock by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or
(D) any acquisition of Common Stock by any corporation pursuant
to a Business Combination which does not constitute a Change of
Control under Section 20(d)(iii) hereof; or
(ii) individuals who, as of the effective date of the Amendment,
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<PAGE>
constitute the Board (the "Incumbent Board" cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the effective date of
the Amendment whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be
considered a member of the Incumbent Board, unless such individual's
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Incumbent Board;
or
(iii) consummation of a reorganization, merger or consolidation
(including a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company), or sale or other disposition of
all or substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, immediately following such
Business Combination,
(A) the individuals and entities who were the Beneficial Owners
of the Company's outstanding Common Stock and the Company's voting
securities entitled to vote generally in the election of directors
immediately prior to such Business Combination have direct or indirect
Beneficial Ownership, respectively, of more than 50% of the then
outstanding shares of common stock, and more than 50% of the combined
voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, of the Post-Transaction
Corporation (as defined in Section 20(e) hereof), and
(B) except to the extent that such ownership existed prior to the
Business Combination, no Person (excluding the Post-Transaction
Corporation and any employee benefit plan or related trust of either
the Company, the Post-Transaction Corporation or any subsidiary of
either corporation) Beneficially Owns, directly or indirectly, 30% or
more of the then outstanding shares of common stock of the corporation
resulting from such Business Combination or 30% or more of the
combined voting power of the then outstanding voting securities of
such corporation, and
(C) at least a majority of the members of the board of directors
of the Post-Transaction Corporation were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(iv) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(e) As used in Section 20(d) hereof, the following words or terms
shall have the meanings indicated:
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<PAGE>
(i) Affiliate: "Affiliate" (and variants thereof) shall mean a
Person that controls, or is controlled by, or is under common control
with, another specified Person, either directly or indirectly.
(ii) Beneficial Owner: "Beneficial Owner" (and variants thereof),
with respect to a security, shall mean a Person who, directly or
indirectly (through any contract, understanding, relationship or
otherwise), has or shares (i) the power to vote, or direct the voting
of, the security, and/or (ii) the power to dispose of, or to direct
the disposition of, the security.
(iii) Person: "Person" shall mean a natural person or company,
and shall also mean the group or syndicate created when two or more
Persons act as a syndicate or other group (including, without
limitation, a partnership or limited partnership) for the purpose of
acquiring, holding, or disposing of a security, except that "Person"
shall not include an underwriter temporarily holding a security
pursuant to an offering of the security.
(iv) Post-Transaction Corporation: Unless a Change of Control
includes a Business Combination (as defined in Section 20(d)(iii)
hereof), "Post-Transaction Corporation" shall mean the Company after
the Change of Control. If a Change of Control includes a Business
Combination, "Post-Transaction Corporation" shall mean the corporation
resulting from the Business Combination unless, as a result of such
Business Combination, an ultimate parent corporation controls the
Company or all or substantially all of the Company's assets either
directly or indirectly, in which case, "Post-Transaction Corporation"
shall mean such ultimate parent corporation.
21. AMENDMENT AND DISCONTINUANCE
The Board of Directors may alter, suspend, or discontinue the Plan.
22. GOVERNING LAW
The Plan shall be applied and construed in accordance with and
governed by the law of the State of Delaware, to the extent such law is not
superseded by or inconsistent with federal law.
23. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective only if approved by the holders of a
majority of the Company's Shares outstanding and entitled to vote at the
annual meeting of stockholders and if so approved shall be effective from
the date of such meeting. The term during which options and Restricted
Shares may be granted under the Plan shall expire ten years after the date
the Plan became effective.
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<PAGE>
24. WITHHOLDING
At any time that a participant is required to pay to the Company an
amount required to be withheld under the applicable income tax laws in
connection with the issuance of shares of Common Stock upon exercise of an
option or upon the lapse of restrictions on shares of restricted stock, the
participant may satisfy this obligation in whole or in part by electing
(the "Election") to have the Company withhold shares of Common Stock having
a value up to the amount of the maximum applicable tax under federal
(including FICA), state and local law; provided, however, that the
Committee shall have the right to disapprove of any portion of a
participant's Election that is in excess of the amount required to be
withheld under applicable income tax laws. The value of the shares to be
withheld shall be based on the fair market value of the Common Stock on the
date that the amount of tax to be withheld is required to be determined
(the "Tax Date").
Each Election must be made prior to the Tax Date. The Committee may
disapprove of any Election as provided above or may suspend or terminate
the right to make Elections. If a participant makes an election under
Section 83 (b) of the Internal Revenue Code with respect to shares of
restricted stock, an Election is not permitted to be made and the
participant is required to pay the amount of the withholding tax liability
to the Company in cash.
This Amended and Restated Plan is executed effective July 27, 2000.
TIDEWATER INC.
By: /s/ Cliffe F. Laborde
-----------------------------
Cliffe F. Laborde
Senior Vice President,
Secretary and General Counsel
12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(N)
<SEQUENCE>4
<FILENAME>dex10n.txt
<DESCRIPTION>1997 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
EXHIBIT 10(n)
AMENDED AND RESTATED
TIDEWATER INC.
1997 STOCK INCENTIVE PLAN
(Effective June 9, 2000)
WHEREAS, Tidewater Inc., a Delaware corporation (the "Company"), restated
the Tidewater Inc. 1997 Stock Incentive Plan (the "Plan") effective October 1,
1999; and
WHEREAS, the Company wishes to amend the Plan to extend the post-retirement
exercise period of options granted to non-employee directors under the Plan in
1997 and to be granted in the future to non-employee directors under the Plan;
NOW, THEREFORE, pursuant to the power provided to the Board in Section
9.10.A. of the Plan, Section 8.4 of the Plan entitled "Exercise After
Termination of Board Service" is hereby amended to read as set forth herein and,
as so amended, the Plan is hereby restated in its entirety as follows:
1. PURPOSE. The purpose of the 1997 Stock Incentive Plan (the
"Plan") of Tidewater Inc. ("Tidewater") is to increase shareholder value
and to advance the interests of Tidewater and its subsidiaries
(collectively, the "Company") by furnishing stock-based economic incentives
(the "Incentives") designed to attract, retain and motivate key employees,
officers and directors and to strengthen the mutuality of interests between
such employees, officers and directors and Tidewater's shareholders.
Incentives consist of opportunities to purchase or receive shares of common
stock, $.10 par value per share, of Tidewater (the "Common Stock"), on
terms determined under the Plan. As used in the Plan, the term
"subsidiary" means any corporation of which Tidewater owns (directly or
indirectly) within the meaning of Section 425(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), 50% or more of the total combined
voting power of all classes of stock.
2. ADMINISTRATION.
2.1. COMPOSITION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of Tidewater or by a subcommittee
thereof (the "Committee"). The Committee shall consist of not fewer than
two members of the Board of Directors, each of whom shall (a) qualify as a
"non-employee director" under Rule 16b-3 under the Securities Exchange Act
of 1934 (the "1934 Act") or any successor rule, and (b) qualify as an
"outside director" under Section 162(m) of the Code.
2.2. AUTHORITY. The Committee shall have plenary authority to award
Incentives under the Plan, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be appropriate, to
enter into
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agreements with participants as to the terms of the Incentives (the
"Incentive Agreements") and to make any other determination that it
believes necessary or advisable for the proper administration of the Plan.
Its decisions in matters relating to the Plan shall be final and conclusive
on the Company and participants. The Committee may delegate its authority
hereunder to the extent provided in Section 3 hereof. The Committee shall
not have authority to award Incentives under the Plan to directors who are
not also employees of the Company ("Outside Directors"). Outside Directors
may receive awards under the Plan only as specifically provided in Section
8 hereof.
3. ELIGIBLE PARTICIPANTS. Key employees and officers of the Company
(including officers who also serve as directors of the Company) shall
become eligible to receive Incentives under the Plan when designated by the
Committee. Employees may be designated individually or by groups or
categories, as the Committee deems appropriate. With respect to
participants not subject to Section 16 of the 1934 Act or Section 162(m) of
the Code, the Committee may delegate to appropriate personnel of the
Company its authority to designate participants, to determine the size and
type of Incentives to be received by those participants and to determine or
modify performance objectives for those participants. Outside Directors
may participate in the Plan only as specifically provided in Section 8
hereof.
4. TYPES OF INCENTIVES. Incentives may be granted under the Plan to
eligible participants in the forms of (a) incentive stock options; (b) non-
qualified stock options; and (c) restricted stock.
5. SHARES SUBJECT TO THE PLAN.
5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
9.5, a total of 3,000,000 shares of Common Stock are authorized to be
issued under the Plan. Incentives with respect to no more than 500,000
shares of Common Stock may be granted through the Plan to a single
participant in one calendar year. In the event that a stock option granted
hereunder expires or is terminated or cancelled prior to exercise, any
shares of Common Stock that were issuable thereunder may again be issued
under the Plan. In the event that shares of restricted stock are issued as
Incentives under the Plan and thereafter are forfeited such forfeited
shares may again be issued under the Plan. Additional rules for
determining the number of shares granted under the Plan may be made by the
Committee, as it deems necessary or appropriate.
5.2. TYPE OF COMMON STOCK. Common Stock issued under the Plan may be
authorized and unissued shares or issued shares held as treasury shares.
6. STOCK OPTIONS. A stock option is a right to purchase shares of
Common Stock from Tidewater. Stock options granted under this Plan may be
incentive stock options or non-qualified stock options. Any option that is
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<PAGE>
designated as a non-qualified stock option shall not be treated as an
incentive stock option. Each stock option granted by the Committee under
this Plan shall be subject to the following terms and conditions:
6.1. PRICE. The exercise price per share shall be determined by the
Committee, subject to adjustment under Section 9.5; provided that in no
event shall the exercise price be less than the Fair Market Value of a
share of Common Stock on the date of grant, except that in connection with
an acquisition, consolidation, merger or other extraordinary transaction,
options may be granted at less than the then Fair Market Value in order to
replace options previously granted by one or more parties to such
transaction (or their affiliates) so long as the aggregate spread on such
replacement options for any recipient of such options is equal to or less
than the aggregate spread on the options being replaced.
6.2. NUMBER. The number of shares of Common Stock subject to the
option shall be determined by the Committee, subject to Section 5.1 and
subject to adjustment as provided in Section 9.5.
6.3. DURATION AND TIME FOR EXERCISE. The term of each stock option
shall be determined by the Committee. Each stock option shall become
exercisable at such time or times during its term as shall be determined by
the Committee. Notwithstanding the foregoing, the Committee may accelerate
the exercisability of any stock option at any time, in addition to the
automatic acceleration of stock options under Section 9.11.
6.4. MANNER OF EXERCISE. A stock option may be exercised, in whole
or in part, by giving written notice to the Company, specifying the number
of shares of Common Stock to be purchased. The exercise notice shall be
accompanied by the full purchase price for such shares. The option price
shall be payable in United States dollars and may be paid by (a) cash; (b)
uncertified or certified check; (c) unless otherwise determined by the
Committee, by delivery of shares of Common Stock held by the optionee for
at least six months, which shares shall be valued for this purpose at the
Fair Market Value on the business day immediately preceding the date such
option is exercised; (d) unless otherwise determined by the Committee,
through arrangements with a brokerage firm under which such firm, on behalf
of the optionee, will pay the exercise price to the Company and the Company
will promptly deliver to such firm the number of shares of Common Stock
subject to the option so that the firm may sell such shares, or a portion
thereof, for the account of the optionee, or (e) in such other manner as
may be authorized from time to time by the Committee.
6.5. INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan
to the contrary, the following additional provisions shall apply to the
grant of stock options that are intended to qualify as Incentive Stock
Options (as such term is defined in Section 422 of the Code):
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<PAGE>
A. Any Incentive Stock Option agreement authorized under the Plan
shall contain such other provisions as the Committee shall deem advisable,
but shall in all events be consistent with and contain or be deemed to
contain all provisions required in order to qualify the options as
Incentive Stock Options.
B. All Incentive Stock Options must be granted within ten years from
the date on which this Plan is adopted by the Board of Directors.
C. Unless sooner exercised, all Incentive Stock Options shall expire
no later than ten years after the date of grant.
D. No Incentive Stock Options shall be granted to any participant
who, at the time such option is granted, would own (within the meaning of
Section 422 of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the employer corporation
or of its parent or subsidiary corporation.
E. The aggregate Fair Market Value (determined with respect to each
Incentive Stock Option as of the time such Incentive Stock Option is
granted) of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by a participant during any calendar
year (under the Plan or any other plan of Tidewater or any of its
subsidiaries) shall not exceed $100,000. To the extent that such
limitation is exceeded, such options shall not be treated, for federal
income tax purposes, as Incentive Stock Options.
7. RESTRICTED STOCK.
7.1. GRANT OF RESTRICTED STOCK. The Committee may award shares of
restricted stock to such officers and key employees as the Committee
determines pursuant to the terms of Section 3. An award of restricted
stock shall be subject to such restrictions on transfer and forfeitability
provisions and such other terms and conditions as the Committee may
determine, subject to the provisions of the Plan. An award of restricted
stock may also be subject to the attainment of specified performance goals
or targets. To the extent restricted stock is intended to qualify as
performance-based compensation under Section 162(m) of the Code, it must be
granted subject to the attainment of performance goals as described in
Section 7.2 below and meet the additional requirements imposed by Section
162(m).
7.2 PERFORMANCE-BASED RESTRICTED STOCK. To the extent that
restricted stock granted under the Plan is intended to vest based upon the
achievement of pre-established performance goals rather than solely upon
continued employment over a period of time, the performance goals pursuant
to which the restricted stock shall vest shall be any or a combination of
the following performance measures: earnings per share, return on assets,
an economic value added measure, shareholder return, earnings, stock price,
return on equity, return
4
<PAGE>
on total capital, safety performance, reduction of expenses or increase in
cash flow of Tidewater, a division of Tidewater or a subsidiary. For any
performance period, such performance objectives may be measured on an
absolute basis or relative to a group of peer companies selected by the
Committee, relative to internal goals or relative to levels attained in
prior years. The Committee may not waive any of the pre-established
performance goal objectives, except that such objectives shall be waived as
provided in Section 9.11 hereof, or as may be provided by the Committee in
the event of death, disability or retirement.
7.3. THE RESTRICTED PERIOD. At the time an award of restricted stock
is made, the Committee shall establish a period of time during which the
transfer of the shares of restricted stock shall be restricted (the
"Restricted Period"). The Restricted Period shall be a minimum of three
years, except that if the vesting of the shares of restricted stock is
based upon the attainment of performance goals, a minimum Restricted Period
of one year is permitted. Each award of restricted stock may have a
different Restricted Period. The expiration of the Restricted Period shall
also occur as provided under Section 9.3 and under the conditions described
in Section 9.11 hereof.
7.4. ESCROW. The participant receiving restricted stock shall enter
into an Incentive Agreement with the Company setting forth the conditions
of the grant. Certificates representing shares of restricted stock shall
be registered in the name of the participant and deposited with the
Company, together with a stock power endorsed in blank by the participant.
Each such certificate shall bear a legend in substantially the following
form:
The transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions (including
conditions of forfeiture) contained in the Tidewater Inc. 1997 Stock
Incentive Plan (the "Plan"), and an agreement entered into between the
registered owner and Tidewater Inc. thereunder. Copies of the Plan and the
agreement are on file at the principal office of the Company.
7.5. DIVIDENDS ON RESTRICTED STOCK. Any and all cash and stock
dividends paid with respect to the shares of restricted stock shall be
subject to any restrictions on transfer, forfeitability provisions or
reinvestment requirements as the Committee may, in its discretion,
prescribe in the Incentive Agreement.
7.6. FORFEITURE. In the event of the forfeiture of any shares of
restricted stock under the terms provided in the Incentive Agreement
(including any additional shares of restricted stock that may result from
the reinvestment of cash and stock dividends, if so provided in the
Incentive Agreement), such forfeited shares shall be surrendered and the
certificates cancelled. The participants shall have the same rights and
privileges, and be subject to the same forfeiture provisions, with respect
to any additional shares received pursuant to Section 9.5 due to a
recapitalization, merger or other change in capitalization.
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<PAGE>
7.7. EXPIRATION OF RESTRICTED PERIOD. Upon the expiration or
termination of the Restricted Period and the satisfaction of any other
conditions prescribed by the Committee, the restrictions applicable to the
restricted stock shall lapse and a stock certificate for the number of
shares of restricted stock with respect to which the restrictions have
lapsed shall be delivered, free of all such restrictions and legends,
except any that may be imposed by law, to the participant or the
participant's estate, as the case may be.
7.8. RIGHTS AS A SHAREHOLDER. Subject to the terms and conditions of
the Plan and subject to any restrictions on the receipt of dividends that
may be imposed in the Incentive Agreement, each participant receiving
restricted stock shall have all the rights of a shareholder with respect to
shares of stock during the Restricted Period, including without limitation,
the right to vote any shares of Common Stock.
8. STOCK OPTIONS FOR OUTSIDE DIRECTORS.
8.1 GRANT OF OPTIONS. Beginning with the 1997 annual meeting of
stockholders and for as long as the Plan remains in effect and shares of
Common Stock remain available for issuance hereunder, each Outside Director
shall be automatically granted a non-qualified stock option on the day of
the annual meeting of stockholders of Tidewater, provided such Outside
Director continues to serve as a director following such annual meeting.
An option to purchase no more than 5,000 shares shall be granted to each
Outside Director each year, the exact number of which shall be set by the
Committee.
8.2 EXERCISABILITY OF STOCK OPTIONS. The stock options granted to
Outside Directors under this Section 8 shall become exercisable six months
following the date of grant and shall expire ten years following the date
of grant.
8.3 EXERCISE PRICE. The Exercise Price of the Stock Options granted
to Outside Directors shall be equal to the Fair Market Value, as defined in
the Plan, of a share of Common Stock on the date of grant. The Exercise
Price may be paid as provided in Section 6.4 hereof.
8.4 EXERCISE AFTER TERMINATION OF BOARD SERVICE.
In the event an Outside Director ceases to serve on the Board, the
stock options granted hereunder must be exercised, to the extent otherwise
exercisable at the time of termination of Board service, within one year
from termination of Board service; provided, however, that
(a) In the event of termination of Board service as a result of
death or disability, the stock options must be exercised within two
years from the date of termination of Board service;
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<PAGE>
(b) As to stock options granted to Outside Directors under the
Plan on the dates of the annual meetings of stockholders of Tidewater
held in 1998 and 1999, in the event of termination of Board service as
a result of retirement (at age 65 or later or after having completed
five or more years of service on the Board), the stock options must be
exercised within two years from the date of termination of Board
service;
(c) As to stock options granted to Outside Directors under the
Plan on the date of the annual meetings of stockholders of Tidewater
held in 1997 and in the year 2000 and thereafter, in the event of
termination of Board service as a result of retirement (at age 65 or
later or after having completed five or more years of service on the
Board), the stock options must be exercised within five years from the
date of termination of Board service;
and further provided, that no stock options may be exercised later than 10
years after the date of grant.
9. GENERAL.
9.1. DURATION. Subject to Section 9.10, the Plan shall remain in
effect until all Incentives granted under the Plan have either been
satisfied by the issuance of shares of Common Stock or the payment of cash
or been terminated under the terms of the Plan and all restrictions imposed
on shares of Common Stock in connection with their issuance under the Plan
have lapsed.
9.2. TRANSFERABILITY. No Incentives granted hereunder may be
transferred, pledged, assigned or otherwise encumbered by a participant
except: (a) by will; (b) by the laws of descent and distribution; (c)
pursuant to a domestic relations order, as defined in the Code, if
permitted by the Committee and so provided in the Incentive Agreement or an
amendment thereto; or (d) as to options only, if permitted by the Committee
and so provided in the Incentive Agreement or an amendment thereto, (i) to
Immediate Family Members, (ii) to a partnership in which Immediate Family
Members, or entities in which Immediate Family Members are the sole owners,
members or beneficiaries, as appropriate, are the sole partners, (iii) to a
limited liability company in which Immediate Family Members, or entities in
which Immediate Family Members are the sole owners, members or
beneficiaries, as appropriate, are the sole members, or (iv) to a trust for
the sole benefit of Immediate Family Members. "Immediate Family Members"
shall be defined as the spouse and natural or adopted children or
grandchildren of the participant and their spouses. To the extent that an
Incentive Stock Option is permitted to be transferred during the lifetime
of the participant, it shall be treated thereafter as a nonqualified stock
option. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of Incentives, or levy of attachment or similar process upon
Incentives not specifically permitted herein, shall be null and void and
without effect.
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<PAGE>
9.3. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. Except as provided
in Section 8.4 with respect to Outside Directors, in the event that a
participant ceases to be an employee of the Company for any reason,
including death, disability, early retirement or normal retirement, any
Incentives may be exercised, shall vest or shall expire at such times as
may be determined by the Committee in the Incentive Agreement. The
Committee has complete authority to modify the treatment of an Incentive in
the event of termination of employment of a participant by means of an
amendment to the Incentive Agreement. Consent of the participant to the
modification is required only if the modification materially impairs the
rights previously provided to the participant in the Incentive Agreement.
9.4. ADDITIONAL CONDITION. Anything in this Plan to the contrary
notwithstanding: (a) the Company may, if it shall determine it necessary
or desirable for any reason, at the time of award of any Incentive or the
issuance of any shares of Common Stock pursuant to any Incentive, require
the recipient of the Incentive, as a condition to the receipt thereof or to
the receipt of shares of Common Stock issued pursuant thereto, to deliver
to the Company a written representation of present intention to acquire the
Incentive or the shares of Common Stock issued pursuant thereto for his own
account for investment and not for distribution; and (b) if at any time the
Company further determines, in its sole discretion, that the listing,
registration or qualification (or any updating of any such document) of any
Incentive or the shares of Common Stock issuable pursuant thereto is
necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of,
or in connection with the award of any Incentive, the issuance of shares of
Common Stock pursuant thereto, or the removal of any restrictions imposed
on such shares, such Incentive shall not be awarded or such shares of
Common Stock shall not be issued or such restrictions shall not be removed,
as the case may be, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
9.5. ADJUSTMENT. In the event of any merger, consolidation or
reorganization of the Company with any other corporation or corporations,
there shall be substituted for each of the shares of Common Stock then
subject to the Plan, including shares subject to restrictions, options or
achievement of performance objectives, the number and kind of shares of
stock or other securities to which the holders of the shares of Common
Stock will be entitled pursuant to the transaction. In the event of any
recapitalization, stock dividend, stock split, combination of shares or
other change in the Common Stock, the number of shares of Common Stock then
subject to the Plan, including shares subject to outstanding Incentives,
shall be adjusted in proportion to the change in outstanding shares of
Common Stock. In the event of any such adjustments, the purchase price of
any option, the performance objectives of any Incentive, and the
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<PAGE>
shares of Common Stock issuable pursuant to any Incentive shall be adjusted
as and to the extent appropriate, in the reasonable discretion of the
Committee, to provide participants with the same relative rights before and
after such adjustment. No substitution or adjustment shall require the
Company to issue a fractional share under this Plan and the substitution or
adjustment shall be limited by deleting any fractional share.
9.6. INCENTIVE AGREEMENTS. The terms of each Incentive shall be
stated in an agreement approved by the Committee.
9.7. WITHHOLDING.
A. The Company shall have the right to withhold from any payments
made under the Plan or to collect as a condition of payment, any taxes
required by law to be withheld. At any time that a participant is required
to pay to the Company an amount required to be withheld under applicable
income tax laws in connection with the issuance of Common Stock, the lapse
of restrictions on Common Stock or the exercise of an option, the
participant may, subject to disapproval by the Committee, satisfy this
obligation in whole or in part by electing (the "Election") to have the
Company withhold shares of Common Stock having a value equal to the amount
required to be withheld. The value of the shares to be withheld shall be
based on the Fair Market Value of the Common Stock on the date that the
amount of tax to be withheld shall be determined ("Tax Date").
B. Each Election must be made prior to the Tax Date. The Committee
may disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Incentive that the right to
make Elections shall not apply to such Incentive. If a participant makes
an election under Section 83(b) of the Internal Revenue Code with respect
to shares of restricted stock, an Election is not permitted to be made.
9.8. NO CONTINUED EMPLOYMENT. No participant under the Plan shall
have any right, because of his or her participation, to continue in the
employ of the Company for any period of time or to any right to continue
his or her present or any other rate of compensation.
9.9. DEFERRAL PERMITTED. Payment of cash or distribution of any
shares of Common Stock to which a participant is entitled under any
Incentive shall be made as provided in the Incentive Agreement. Payment
may be deferred at the option of the participant if provided in the
Incentive Agreement.
9.10. AMENDMENTS TO OR TERMINATION OF THE PLAN.
A. The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
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<PAGE>
stockholder approval if such approval is necessary to comply with any tax
or regulatory requirement, including any approval necessary to qualify
Incentives as "performance- based" compensation under Section 162(m) or any
successor provision, if such qualification is deemed necessary or advisable
by the Committee.
B. Any provision of this Plan or any Incentive Agreement to the
contrary notwithstanding, the Committee may cause any Incentive granted
hereunder to be cancelled in consideration of a cash payment or alternative
Incentive made to the holder of such cancelled Incentive equal in value to
such cancelled Incentive. The determinations of value under this
subparagraph shall be made by the Committee in its sole discretion.
9.11. CHANGE OF CONTROL; TENDER OFFER OR EXCHANGE OFFER.
A. This Section 9.11 has been amended, effective October 1, 1999 (the
"Amendment") to read as provided herein. However, to the extent that (and
only to the extent that) any right to which a grantee of outstanding
options or restricted stock under the Plan is entitled prior to the
effective date of the Amendment (whether under the Plan, related
agreements, amendments thereto, or interpretations by the Compensation
Committee) would be detrimentally affected by the Amendment, the Amendment
shall not apply.
B. Notwithstanding any other provision of the Plan (or any provision
of any agreement with respect to any grant hereunder), immediately prior to
any Change of Control of the Company (as defined in Section 9.11(D)
hereof), all stock options (whether non-qualified or incentive and whether
granted to an employee or to a nonemployee Director) which are then
outstanding hereunder shall become fully vested and exercisable and all
restrictions and limitations on restricted shares of Common Stock then
outstanding hereunder shall automatically lapse and all performance
criteria and other conditions relating to the payment of Incentives shall
automatically be deemed to be achieved or waived by the Company. As used
in the immediately preceding sentence, `immediately prior' to the Change of
Control shall mean sufficiently in advance of the Change of Control to
permit the grantee to take all steps reasonably necessary (i) if an
optionee, to exercise any such option fully and (ii) to deal with the
shares purchased under any such option and any formerly restricted shares
on which restrictions have lapsed so that both types of shares may be
treated in the same manner in connection with the Change of Control as the
shares of Common Stock of other shareholders. To the extent, if any,
required by section 422(d) of the Code, incentive stock options which
become exercisable immediately prior to a Change of Control pursuant to
this Section 9.11(B) shall thereby become non-qualified stock options.
Notwithstanding any other provision of the Plan, including, without
limitation, Section 9.11(C) hereof (or any provision of any agreement with
respect to any grant hereunder), (i) any stock option which becomes
exercisable pursuant to this Section 9.11(B) shall remain exercisable until
the earlier of the end of the option term or the lapse of the option, and
(ii) any lapse and deemed waiver of restrictions and limitations on
restricted shares pursuant to
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<PAGE>
this Section 9.11(B) shall be a permanent lapse and deemed waiver of such
restrictions and limitations.
C. If any corporation, person or other entity (other than the
Company) makes a tender offer or exchange offer for shares of the Common
Stock pursuant to which purchases are made (an "Offer"), then from and
after the date of the first purchase of the Common Stock pursuant to the
Offer (the "Acceleration Date"), all outstanding options shall
automatically become fully exercisable, all restrictions or limitations on
any Incentives shall lapse and all performance criteria and other
conditions relating to the payment of Incentives shall be deemed to be
achieved or waived by the Company, without the necessity of any action by
any person, for a period of 30 calendar days following the Acceleration
Date. Subject to the other provisions of this Section 9.11, following the
expiration of the 30-day period, any options not exercised and any shares
of Common Stock issued hereunder not tendered or exchanged shall again be
subject to the terms and conditions applicable prior to the Offer.
D. As used in this Section 9.11, `Change of Control' shall mean:
(i) the acquisition by any `Person' (as defined in Section
9.11(E) hereof) of `Beneficial Ownership' (as defined in Section 9.11(E)
hereof) of 30% or more of the outstanding Shares of the Company's Common
Stock, $0.10 par value per share (the "Common Stock") or 30% or more of the
combined voting power of the Company's then outstanding securities;
provided, however, that for purposes of this subsection (D)(i), the
following shall not constitute a Change of Control:
(A) any acquisition (other than a `Business Combination' (as
defined in Section 9.11(D)(iii) hereof) which constitutes a Change of
Control under Section 9.11(D)(iii) hereof) of Common Stock directly from
the Company,
(B) any acquisition of Common Stock by the Company or its
subsidiaries,
(C) any acquisition of Common Stock by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or
(D) any acquisition of Common Stock by any corporation pursuant
to a Business Combination which does not constitute a Change of Control
under Section 9.11(D)(iii) hereof; or
(ii) individuals who, as of the effective date of the Amendment,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the effective date of the
Amendment whose election, or
11
<PAGE>
nomination for election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered a member of the Incumbent Board, unless such
individual's initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Incumbent Board; or
(iii) consummation of a reorganization, merger or consolidation
(including a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company), or sale or other disposition of all or
substantially all of the assets of the Company (a `Business Combination'),
in each case, unless, immediately following such Business Combination,
(A) the individuals and entities who were the Beneficial Owners
of the Company's outstanding Common Stock and the Company's voting
securities entitled to vote generally in the election of directors
immediately prior to such Business Combination have direct or indirect
Beneficial Ownership, respectively, of more than 50% of the then
outstanding shares of common stock, and more than 50% of the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, of the Post-Transaction Corporation
(as defined in Section 9.11(E) hereof), and
(B) except to the extent that such ownership existed prior to the
Business Combination, no Person (excluding the Post-Transaction Corporation
and any employee benefit plan or related trust of either the Company, the
Post-Transaction Corporation or any subsidiary of either corporation)
Beneficially Owns, directly or indirectly, 30% or more of the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or 30% or more of the combined voting power of the
then outstanding voting securities of such corporation, and
(C) at least a majority of the members of the board of directors
of the Post-Transaction Corporation were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(iv) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
E. As used in Section 9.11(D) hereof, the following words or terms
shall have the meanings indicated:
(i) Affiliate: `Affiliate' (and variants thereof) shall mean a
Person that controls, or is controlled by, or is under common control with,
another specified Person, either directly or indirectly.
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<PAGE>
(ii) Beneficial Owner: `Beneficial Owner' (and variants
thereof), with respect to a security, shall mean a Person who, directly or
indirectly (through any contract, understanding, relationship or
otherwise), has or shares (i) the power to vote, or direct the voting of,
the security, and/or (ii) the power to dispose of, or to direct the
disposition of, the security.
(iii) Person: `Person' shall mean a natural person or company,
and shall also mean the group or syndicate created when two or more Persons
act as a syndicate or other group (including, without limitation, a
partnership or limited partnership) for the purpose of acquiring, holding,
or disposing of a security, except that `Person' shall not include an
underwriter temporarily holding a security pursuant to an offering of the
security.
(iv) Post-Transaction Corporation: Unless a Change of Control
includes a Business Combination (as defined in Section 9.11(D)(iii)
hereof), `Post-Transaction Corporation' shall mean the Company after the
Change of Control. If a Change of Control includes a Business Combination,
`Post-Transaction Corporation' shall mean the corporation resulting from
the Business Combination unless, as a result of such Business Combination,
an ultimate parent corporation controls the Company or all or substantially
all of the Company's assets either directly or indirectly, in which case,
`Post-Transaction Corporation' shall mean such ultimate parent corporation.
9.12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value"
of Common Stock shall be determined for purposes of this Plan, it shall be
the closing sale price on the consolidated transaction reporting system for
New York Stock Exchange issues on the date of reference for a share of the
Common Stock, or if no sale of the Common Stock shall have been made on
that day, on the next preceding day on which there was a sale of the Common
Stock.
9.13 LOANS TO OPTIONEES. In the event of a Change of Control of the
Company, as defined in Section 9.11, in connection with which a
participant's employment with the Company will be terminated and the
participant is precluded for any reason from selling shares of Common
Stock, the Company shall, in connection with the exercise of an option, if
requested by the participant, extend a loan to the participant in the
maximum amount of the exercise price of the options to be exercised, plus
the maximum tax liability that may be incurred in connection with the
option exercise. Any such loan shall be unsecured, shall be on market
terms and shall be payable in full no later than thirty days after the
termination of the period during which the participant is precluded from
selling shares of Common Stock. Any participant to whom a loan is extended
hereunder shall, if requested by the Company, agree in writing not to sell
shares of Common Stock for such period as shall be requested, it being
understood that the Company's request that the participant not sell shares
of Common Stock shall only be invoked to the extent necessary to preserve
or recognize pooling-of-interests accounting treatment, tax-free
reorganization status, or comparable corporate benefits from making such a
request.
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<PAGE>
This Amended and Restated Plan is executed effective the 9th day of June,
2000.
TIDEWATER INC.
By: /s/ Cliffe F. Laborde
------------------------------
Cliffe F. Laborde
Senior Vice President,
Secretary and General Counsel
14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(Q)
<SEQUENCE>5
<FILENAME>dex10q.txt
<DESCRIPTION>RICHARD M. CURRENCE AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10(q)
CONTINUING EMPLOYMENT AND SEPARATION AGREEMENT
----------------------------------------------
This Continuing Employment and Separation Agreement ("Agreement") between
Tidewater Inc, a Delaware corporation (the "Company"), and Richard M. Currence
(the "Employee") is dated as of December 31, 2000 (the "Agreement Date") and
shall be effective as of the Agreement Date subject to the limitations set forth
in Article VI hereof.
W I T N E S S E T H:
WHEREAS, Employee currently is employed by the Company as Executive Vice
President;
WHEREAS, the Company desires to retain the services of Employee pursuant to
the terms of this Agreement, subject to Employee's acceptance of the conditions
stated herein;
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
EMPLOYMENT CAPACITY AND TERM
1. CAPACITY AND DUTIES OF EMPLOYEE. The Employee shall continue to be
employed by the Company to render services on behalf of the Company as Executive
Vice President. As an Executive Vice President, the Employee shall perform such
duties, consistent with the Employee's job title, as may be prescribed from time
to time by the Board of Directors of the Company (the "Board") and/or the
Company's Chief Executive Officer.
2. EMPLOYMENT TERM. The term of this Agreement (the "Employment Term")
shall commence on the Agreement Date and shall continue through March 31, 2003
or such earlier date on which Employee's status as an employee is terminated
pursuant to Article III of this Agreement. It is the understanding of the
parties that Employee's employment relationship with the Company will terminate
upon the expiration of the Employment Term unless earlier terminated under the
terms hereof. It is expressly understood and agreed by Employee that he will
have no right to or expectation of continued employment in any capacity upon
expiration of the Employment Term.
3. DEVOTION TO RESPONSIBILITIES. During the Employment Term, the Employee
shall devote that portion of his business time reasonably requested by the Chief
Executive Officer to the business of the Company and shall use his reasonable
best efforts to perform faithfully and efficiently his duties under this
Agreement.
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ARTICLE II
COMPENSATION AND BENEFITS
During the Employment Term, the Company shall provide the Employee with the
compensation and benefits described below:
1. SALARY. An annual salary ("Base Salary") of $44,445 for each calendar
year during the Employment Term payable monthly. Base salary for the final
three-month period of the Employment Term shall be $11,110.
2. BONUS. Employee shall be paid a bonus of $208,800 as his annual
incentive bonus for fiscal year 2001. Employee shall also be paid an additional
bonus of $100,000. Both bonuses shall be paid on the later of December 29, 2000
or the date the revocation period described in Article VI, Section 1 has
expired.
3. ADDITIONAL PAYMENTS AND BENEFITS. The Company shall provide the
Employee with the following additional payments, fringe benefits and
perquisites:
(a) Supplemental Executive Retirement Plan Benefit. In addition to
any Base Salary and bonus payable to Employee hereunder, the Employee shall be
entitled to receive from the Company, commencing on the Agreement Date, benefits
under the Company's Supplemental Executive Retirement Plan (the "SERP"), payable
from time to time in accordance with the provisions of the SERP (the "SERP
Benefit"). The Company and Employee agree that payment of the SERP Benefit
shall commence on the later of January 1, 2001 or the date the revocation period
described in Article VI, Section 1 has expired and such payments shall continue
on the first of each month thereafter. The SERP Benefit shall be calculated
based upon the prospective inclusion of service to the Company through December
31, 2002. It is understood and agreed that this SERP Benefit shall not be used
as a basis of calculation for entitlement to any increased benefits under any
other benefit plans of the Company.
(b) Other Benefits. During the Employment Term, the Employee shall be
entitled to certain benefits as specifically set forth hereinafter.
(1) Participation in the Tidewater Health Care Plan and the
Executive Medical Plan;
(2) Participation in the Tidewater Pension Plan;
(3) Participation in the Tidewater 401(k) Savings Plan; (but the
Company's matching contribution will be limited to 50% of
amount deferred up to 6% of the annual Base Salary of
$44,445;
(4) Participation in Administrative Long Term Disability Plan;
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(5) Participation in the Tidewater Life Insurance Plan (limited
to 1.2 times annual Base Salary of $44,445.) Any
participation in the Supplemental Life Insurance Plan will
continue to be fully paid by the employee;
(6) Participation in the Tidewater AD&D Plan (limited to 1.2
times annual Base Salary of $44,445.) Any participation in
the Supplemental AD&D plan will continue to be fully paid by
the employee;
(7) Participation in the Tidewater Business Travel Plan, covered
while traveling on Company business;
(8) Participation in the Tidewater Employees' Supplemental
Savings Plan; and
(9) Office space through May 2001 which may be provided on a
shared basis with other employees.
It is understood and agreed that the annual Base Salary of $44,445 shall be the
compensation amount used in calculating the benefits due under all of the
foregoing enumerated plans.
During the Employment Term, the Employee will not be entitled to the
following:
(1) Employee shall no longer participate in the Management Annual
Incentive Plan, or any successor or additional annual
incentive plan;
(2) Employee shall not accrue additional benefits under the SERP
after December 31, 2000;
(3) Employee shall not be entitled to additional grants of stock
options or other stock awards under the Company's stock
incentive plans;
(4) The Change of Control Agreement between the Company and
Employee shall terminate as described in Article VI,
Section 4;
(5) The use of the Company aircraft, except for business
functions where specific prior approval for use of the
aircraft has been obtained;
(6) Secretarial services, except on a pooled basis, and as
available;
(7) Reimbursement for social or business club or association
dues; and
(8) Reserved parking space (although the Company will reimburse
for parking expenses while performing Company business).
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4. EXPENSES. The Employee shall be reimbursed for reasonable out-of-
pocket expenses incurred from time to time on behalf of the Company or any
subsidiary in the performance of his duties under this Agreement, upon the
presentation of such supporting invoices, documents and forms as the Company
reasonably requests. However, Employee should obtain prior approval for any
particular expense which is expected to exceed $1,000 in the aggregate.
ARTICLE III
TERMINATION OF EMPLOYMENT
1. DEATH. The Employee's status as an employee will terminate immediately
and automatically upon the Employee's death prior to March 31, 2003.
2. CAUSE. The Company may terminate the Employee's status as an employee
for Cause. As used herein, termination by the Company of the Employee's status
as an employee for "Cause" shall mean termination as a result of (a) the
Employee's breach of this Agreement, or (b) the willful engaging by the Employee
in gross misconduct injurious to the Company, which in either case is not
remedied within 10 days after the Company provides written notice to the
Employee of such breach or willful misconduct.
3. NOTICE OF TERMINATION. Any termination by the Company for Cause shall
be communicated by Notice of Termination to the Employee given in accordance
with Article VII, Section 2 of this Agreement. For purposes of this Agreement,
a "Notice of Termination" means a written notice that (a) indicates the specific
termination provision in this Agreement relied upon (b) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Employee's employment under the
provisions so indicated and (c) if the Date of Termination (as defined below) is
other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 30 days after the giving of such notice).
The failure by the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Cause shall not negate the effect
of the notice nor waive any right of the Employee or the Company, respectively,
hereunder, or preclude the Company from asserting such fact or circumstance in
enforcing the Company's rights hereunder.
4. DATE OF TERMINATION. "Date of Termination" means (a) if Employee's
employment is terminated by reason of his death, the date of the death of
Employee, and (b) if Employee's employment is terminated by the Company for
Cause, the date of delivery of the Notice of Termination or any later date
specified therein, (which date shall not be more than 30 days after the giving
of such notice) as the case may be.
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ARTICLE IV
OBLIGATIONS UPON TERMINATION
1. DEATH. If the Employee's status as an employee is terminated by reason
of the Employee's death during the Employment Term, the Employee's estate, heirs
or other legal representatives, as appropriate, shall continue to receive the
salary payments provided herein during the Employment Term until the
commencement of benefits under the Company's Pension Plan. In all other
respects, this Agreement shall terminate upon death without further obligations
to the Employee's estate, heirs or other legal representatives under this
Agreement, other than the obligation to make any payments due to Employee
pursuant to employee benefit plans maintained by the Company or its
subsidiaries.
2. CAUSE. If the Employee's status as an employee is terminated by the
Company for Cause during the Employment Term, this Agreement shall terminate
without further obligation to the Employee other than for obligations imposed by
law and obligations imposed pursuant to any employee benefit plan maintained by
the Company or its subsidiaries.
3. STOCK OPTION PLANS. The terms of the Company's 1992 Stock Option and
Restricted Stock Plan and the Company's 1997 Stock Incentive Plan and agreements
thereunder shall govern the treatment of the Employee's stock options in the
event of termination of employment.
ARTICLE V
NONDISCLOSURE, NONCOMPETITION AND PROPRIETARY RIGHTS
1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following
terms shall have the following meanings:
(a) "Confidential Information" means any information, knowledge or
data of any nature and in any form (including information that is electronically
transmitted or stored on any form of magnetic or electronic storage media)
relating to the past, current or prospective business or operations of the
Company and its subsidiaries, that at the time or times concerned is not
generally known to persons engaged in businesses similar to those conducted or
contemplated by the Company and its subsidiaries (other than information known
by such persons through a violation of an obligation of confidentiality to the
Company), whether produced by the Company and its subsidiaries or any of their
consultants, agents or independent contractors or by Employee, and whether or
not marked confidential, including without limitation information relating to
the Company's or its subsidiaries' services, business plans, business
acquisitions, processes, research and development methods or techniques,
training methods and other operational methods or techniques, quality assurance
procedures or standards, operating procedures, files, plans, specifications,
proposals, drawings, charts, graphs, support data, trade secrets, supplier
lists, supplier information, purchasing methods or practices, distribution and
selling activities, consultants' reports, marketing and engineering or other
technical studies, maintenance records, employment or personnel data, marketing
data, strategies or techniques, financial reports, budgets, projections, cost
analyses, price lists, formulae and analyses, employee lists, customer records,
customer lists, customer source lists, proprietary computer software, and
internal notes and memoranda relating to any of the foregoing.
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(b) "Business" means the business of providing vessel services for the
offshore oil and gas industry.
2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. During the Employment Term,
Employee shall hold in a fiduciary capacity for the benefit of the Company all
Confidential Information which shall have been obtained by Employee during
Employee's employment (whether prior to or after the Agreement Date) and shall
use such Confidential Information solely within the scope of his employment with
and for the exclusive benefit of the Company. For a period of five years after
the expiration of the Employment Term, Employee agrees (a) not to communicate,
divulge or make available to any person or entity (other than the Company) any
such Confidential Information, except upon the prior written authorization of
the Company or as may be required by law or legal process, and (b) to deliver
promptly to the Company any Confidential Information in his possession,
including any duplicates thereof and any notes or other records Employee has
prepared with respect thereto. In the event that the provisions of any
applicable law or the order of any court would require Employee to disclose or
otherwise make available any Confidential Information, Employee shall give the
Company prompt prior written notice of such required disclosure and an
opportunity to contest the requirement of such disclosure or apply for a
protective order with respect to such Confidential Information by appropriate
proceedings.
3. LIMITED COVENANT NOT TO COMPETE. For a period of two years commencing
on the Agreement Date (the "Restricted Period"), Employee agrees that within any
parish of the State of Louisiana (as set forth in Appendix A), or any other
jurisdiction (whether within or outside the United States), in which the Company
or any of its subsidiaries or joint ventures carries on the Business, so long as
the Company or any of its subsidiaries or joint ventures carries on a like line
of business therein (collectively, the "Subject Areas"), Employee will restrict
his activities within the Subject Areas during the Restricted Period as follows:
(a) Employee will not, directly or indirectly, for himself or others,
own, manage, operate, control, be employed in an executive, managerial or
supervisory capacity by, or otherwise engage or participate in or allow his
skill, knowledge, experience or reputation to be used in connection with, the
ownership, management, operation or control of, any company or other business
enterprise engaged in the Business within any of the Subject Areas; provided,
however, that nothing contained herein shall prohibit Employee from making
passive investments as long as Employee does not beneficially own more than 2%
of the equity interests of a business enterprise engaged in the Business within
any of the Subject Areas. For purposes of this paragraph, "beneficially own"
shall have the same meaning ascribed to that term in Rule 13d-3 under the
Securities Exchange Act of 1934.
(b) Employee will not call upon any customer of the Company or its
subsidiaries for the purpose of soliciting, diverting or enticing away the
business of such person or entity, or otherwise disrupting any previously
established relationship existing between such person or entity and the Company
or its subsidiaries;
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(c) Employee will not solicit, induce, influence or attempt to
influence any supplier, lessor, licensor, potential acquiree or any other person
who has a business relationship with the Company or its subsidiaries, or who is
engaged in discussions or negotiations to enter into a business relationship
with the Company or its subsidiaries, to discontinue or reduce the extent of
such relationship with the Company or its subsidiaries; and
(d) Employee will not make contact with any of the employees of the
Company or its subsidiaries with whom he had contact during the course of his
employment with the Company for the purpose of soliciting such employee for
hire, whether as an employee or independent contractor, or otherwise disrupting
such employee's relationship with the Company or its subsidiaries.
(e) Employee will not hire, on behalf of himself or any company
engaged in the Business, any employee of the Company or its subsidiaries as an
employee or independent contractor, whether or not such engagement is solicited
by Employee.
Employee agrees that he will from time to time upon the Company's request
promptly execute any supplement, amendment, restatement or other modification of
Appendix A as may be necessary or appropriate to correctly reflect the
jurisdictions which, at the time of such modification, should be covered by
Appendix A and this Article V Section 3. Furthermore, Employee agrees that all
references to Appendix A in this Agreement shall be deemed to refer to Appendix
A as so supplemented, amended, restated or otherwise modified from time to time.
4. PROPRIETARY RIGHTS. The Employee agrees to and hereby does assign to
the Company all his right, title and interest in and to all inventions, business
plans, work models or procedures, whether or not patentable, which are made or
conceived solely or jointly by him:
(a) At any time during the term of his employment by the Company, or
(b) With the use of time or materials of the Company.
The Employee agrees to communicate to the Company or its
representatives all facts known to him concerning such matters, to sign all
necessary instruments, make all necessary oaths and generally, at the Company's
expense, to do everything reasonably practicable (without expense to the
Employee) to aid the Company in obtaining and enforcing proper legal protection
for all such matters in all countries and in vesting title to such matters in
the Company. At the Company's request (during or after the term of this
Agreement) and expense, the Employee will promptly execute a specific assignment
of title to the Company, and perform any other acts reasonably necessary to
implement the foregoing assignment.
5. INJUNCTIVE RELIEF; OTHER REMEDIES. Employee acknowledges that a breach
by Employee of Section 2, 3 or 4 of this Article V would cause immediate and
irreparable harm to the Company for which an adequate monetary remedy does not
exist; hence, Employee agrees that, in the event of a breach or threatened
breach by Employee of the provisions of Section 2, 3 or 4 of this Article V
during or after the Employment Term, the Company shall be entitled to injunctive
relief
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restraining Employee from such violation without the necessity of proof of
actual damage or the posting of any bond, except as required by non-waivable,
applicable law. Nothing herein, however, shall be construed as prohibiting the
Company from pursuing any other remedy at law or in equity to which the Company
may be entitled under applicable law in the event of a breach or threatened
breach of this Agreement by Employee, including without limitation the recovery
of damages and/or costs and expenses, such as reasonable attorneys' fees,
incurred by the Company as a result of any such breach. In addition to the
exercise of the foregoing remedies, the Company shall have the right upon the
occurrence of any such breach to cancel any unpaid salary, bonus, commissions or
reimbursements otherwise outstanding at the end of the Employment Term. In
particular, Employee acknowledges that the payments provided hereunder are
conditioned upon Employee fulfilling any noncompetition and nondisclosure
agreements contained in this Article V. In the event Employee shall at any time
materially breach any noncompetition or nondisclosure agreements contained in
this Article V, the Company may suspend or eliminate payments under Article IV
during the period of such breach. Employee acknowledges that any such suspension
or elimination of payments would be an exercise of the Company's right to
suspend or terminate its performance hereunder upon Employee's breach of this
Agreement; such suspension or elimination of payments would not constitute, and
should not be characterized as, the imposition of liquidated damages.
6. REQUESTS FOR WAIVER IN CASES OF UNDUE HARDSHIP. In the event that
Employee should find any of the limitations of Article V, Section 3 (including
without limitation the geographic restrictions of Appendix A) to impose a severe
hardship on Employee's ability to secure other employment, Employee may make a
request to the Company for a waiver of the designated limitations before
accepting employment that otherwise would be a breach of Employee's promises and
obligations under this Agreement. Such request must be in writing and clearly
set forth the name and address of the organization with that employment is
sought and the location, position and duties that Employee will be performing.
The Company will consider the request and, in its sole discretion, decide
whether and on what conditions to grant such waiver.
7. GOVERNING LAW OF THIS ARTICLE V; CONSENT TO JURISDICTION. Any dispute
regarding the reasonableness of the covenants and agreements set forth in this
Article V, or the territorial scope or duration thereof, or the remedies
available to the Company upon any breach of such covenants and agreements, shall
be governed by and interpreted in accordance with the laws of the State of the
United States in which the alleged prohibited competing activity or disclosure
occurs, and, with respect to each such dispute, the Company and Employee each
hereby irrevocably consent to the exclusive jurisdiction of the state and
federal courts sitting in the relevant State for resolution of such dispute or
in the case of prohibited competing activity or disclosure occurring outside of
the United States, the Company and the Employee each irrevocably consent to the
exclusive jurisdiction of the federal courts sitting in Louisiana for resolution
of such dispute, and the Company and Employee agree to be irrevocably bound by
any judgment rendered thereby in connection with such dispute, and further agree
that service of process may be made upon him or it in any legal proceeding
relating to this Article V and/or Appendix A by any means allowed under the laws
of such jurisdiction. Each party irrevocably waives any objection he or it may
have as to the venue of any such suit, action or proceeding brought in such a
court or that such a court is an inconvenient forum.
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8. EMPLOYEE'S UNDERSTANDING OF THIS ARTICLE. Employee acknowledges that
the geographic scope and duration of the covenants contained in Article V
Section 3 are the result of arm's-length bargaining and are fair and reasonable
in light of (i) the importance of the functions performed by Employee, (ii) the
nature and wide geographic scope of the operations of the Company and its
subsidiaries, (iii) Employee's level of control over and contact with the
business and operations of the Company and its subsidiaries in all jurisdictions
where same are conducted and (iv) the fact that all facets of the Business are
conducted by the Company and its subsidiaries throughout the geographic area
where competition is restricted by this Agreement. It is the desire and intent
of the parties that the provisions of this Agreement be enforced to the fullest
extent permitted under applicable law, whether now or hereafter in effect and,
therefore, to the extent permitted by applicable law, the parties hereto waive
any provision of applicable law that would render any provision of this Article
V invalid or unenforceable.
ARTICLE VI
WAIVERS; RIGHT OF REVOCATION; CHANGE OF CONTROL
1. WAIVER AND RELEASE BY EMPLOYEE. In consideration of the Company's
agreement to enter into and to provide the terms of this Agreement, Employee
hereby and forever, irrevocably and unconditionally, waives and releases any and
all rights, claims and causes of action against the Company of whatever kind or
nature, known or unknown, asserted or unasserted, that may have arisen prior to
or that may exist as of the date of Employee's execution and acceptance of this
Agreement or that may arise in connection with the expiration of the Employment
Term and the termination of Employee's employment pursuant to the terms of this
Agreement. It is expressly understood and agreed that the claims covered by
Employee's release include, but are not limited to, any and all claims or rights
arising or that could be asserted under the Employee Retirement Income Security
Act, 29 U.S.C. (S) 1001 et seq.; Title VII of the Civil Rights Act of 1964, 42
U.S.C. (S) 2000e et seq.; the Age Discrimination in Employment Act, 29 U.S.C.
(S) 621 et seq.; the Americans with Disabilities Act, 42 U.S.C. (S) 12101 et
seq.; the Louisiana Employment Discrimination Law, La. R.S. 23:331 et seq.; the
Louisiana penalty wage statute, La. R.S. (S) 631 and 632; or any other federal,
state, or local statute, law, rule or regulation concerning employment
discrimination or otherwise concerning the employment relationship. In addition,
it is understood and agreed that by this Agreement, Employee waives any claims
he may have against the Company based on any other theory of liability,
statutory or non-statutory, in contract or in tort, including, but not limited
to, claims for wrongful or constructive discharge, breach of any express or
implied employment contract or agreement, breach of any covenant of good faith
and fair dealing, fraud, defamation, or any personal or emotional injury. It is
further understood and agreed that the parties covered by Employee's release
include the Company's present and former shareholders, officers, directors,
employees, agents, insurers, assigns, predecessors, and successors, and that any
reference to the Company in this Agreement is understood to include all of the
foregoing persons or entities.
2. REVIEW AND CONSULTATION; INFORMATION PROVIDED TO EMPLOYEE. It is
understood and agreed that Employee has entered into and executed this Agreement
voluntarily and that such execution by Employee is not based upon any
representations or promises of any kind made by the Company or any of its
representatives except as expressly recited in this Agreement. Employee further
acknowledges that he has read and fully understands each paragraph of this
Agreement, that
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he was advised in writing by the Company to consult with an attorney prior to
executing this Agreement, and that he has availed himself of legal or other
counsel to the full extent that he desires. Employee also acknowledges that he
was advised in writing by the Company that he could take up to forty-five (45)
days within which to consider and sign this Agreement and that he has considered
this Agreement to the full extent that he desires. Employee further acknowledges
that prior to or upon the commencement of the forty-five day period, he was
provided with the following information in writing:
(a) the names of all employees who were offered and eligible to
participate in this continuing employment and separation program;
(b) the eligibility factors for participation in this program;
(c) the time limits applicable to this program;
(d) the job titles and ages of all individuals eligible for and selected
to participate in this program; and
(e) the ages of all persons in the same job classification who are not
eligible for participation in this program.
Finally, Employee agrees and acknowledges that the consideration provided under
this Agreement is in addition to any other payments, benefits or other things of
value to which he is entitled and that he would not be entitled to any of the
consideration provided under this Agreement in the absence of his execution and
acceptance of this Agreement.
3. RIGHT OF REVOCATION. Employee shall have seven (7) days following his
execution of this Agreement within which to exercise a right of revocation, and
this Agreement will not be enforceable or effective, and no payments shall be
made hereunder, until the expiration of such seven-day period. Any such
revocation of this Agreement must be communicated in writing and delivered in
person or by fax to the Company as specified in Article VII, Section 2 not later
than the close of business on the seventh (7th) day following Employee's
execution of this Agreement. Otherwise, such revocation shall be of no force or
effect.
4. TERMINATION OF CHANGE OF CONTROL AGREEMENT. In consideration of the
Company's agreement to enter into and provide the terms of this Agreement,
concurrently with the execution hereof Employee shall execute and deliver to the
Company a termination of the Change of Control Agreement, dated October 1, 1999,
by and between Employee and the Company, substantially in the form attached
hereto as Appendix B.
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ARTICLE VII
MISCELLANEOUS
1. BINDING EFFECT.
(a) This Agreement shall be binding upon and inure to the benefit of
the Company and any of its successors or assigns.
(b) This Agreement is personal to the Employee and shall not be
assignable by the Employee without the consent of the Company (there being no
obligation to give such consent) other than such rights or benefits as are
transferred by will or the laws of descent and distribution.
(c) The Company shall require any successor to or assignee of (whether
direct or indirect, by purchase, merger, consolidation or otherwise) all or
substantially all of the assets or businesses of the Company (i) to assume
unconditionally and expressly this Agreement and (ii) to agree to perform all of
the obligations under this Agreement in the same manner and to the same extent
as would have been required of the Company had no assignment or succession
occurred, such assumption to be set forth in a writing reasonably satisfactory
to the Employee. In the event of any such assignment or succession, the term
"Company" as used in this Agreement shall refer also to such successor or
assign.
2. NOTICES. All notices hereunder must be in writing and shall be deemed
to have given upon receipt of delivery by: (a) hand (against a receipt
therefore), (b) certified or registered mail, postage prepaid, return receipt
requested, (c) a nationally recognized overnight courier service (against a
receipt therefore) or (d) telecopy transmission with confirmation of receipt.
All such notices must be addressed as follows:
If to the Company, to:
Tidewater Inc.
Pan American Life Center
601 Poydras Street, Suite 1900
New Orleans, Louisiana 70130
Attn: Cliffe F. Laborde
Executive Vice President and Secretary
If to the Employee, addressed to:
Richard M. Currence
Pan American Life Center
601 Poydras Street, Suite 1900
New Orleans, Louisiana 70130
or such other address as to which any party hereto may have notified the other
in writing.
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3. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to principles of conflict of laws, except as expressly provided
in Article V Section 7 above with respect to the resolution of disputes arising
under, or the Company's enforcement of, Article V of this Agreement.
4. WITHHOLDING. The Employee agrees that the Company has the right to
withhold, from the amounts payable pursuant to this Agreement, all amounts
required to be withheld under applicable income and/or employment tax laws, or
as otherwise stated in documents granting rights that are affected by this
Agreement.
5. SEVERABILITY. If any term or provision of this Agreement (including
without limitation those contained in Appendix A), or the application thereof to
any person or circumstance, shall at any time or to any extent be invalid,
illegal or unenforceable in any respect as written, Employee and the Company
intend for any court construing this Agreement to modify or limit such provision
temporally, spatially or otherwise so as to render it valid and enforceable to
the fullest extent allowed by law. Any such provision that is not susceptible
of such reformation shall be ignored so as to not affect any other term or
provision hereof, and the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid, illegal or unenforceable, shall not be affected thereby and
each term and provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.
6. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.
7. REMEDIES NOT EXCLUSIVE. No remedy specified herein shall be deemed to
be such party's exclusive remedy, and accordingly, in addition to all of the
rights and remedies provided for in this Agreement, the parties shall have all
other rights and remedies provided to them by applicable law, rule or
regulation.
8. COMPANY'S RESERVATION OF RIGHTS. Employee acknowledges and understands
that the Employee serves at the pleasure of the Board and that the Company has
the right at any time to terminate Employee's status as an employee of the
Company, or to change or diminish his status during the Employment Term, subject
to the rights of the Employee to claim the benefits conferred by this Agreement.
9. JURY TRIAL WAIVER. THE PARIES HEREBY WAIVE TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT.
10. SURVIVAL. The rights and obligations of the Company and Employee
contained in Article V of this Agreement shall survive the termination of the
Agreement. Following the Date of Termination, each party shall have the right
to enforce all rights, and shall be bound by all obligations, of such party that
are continuing rights and obligations under this Agreement.
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11. CODE OF BUSINESS CONDUCT. Employee acknowledges and agrees to comply
with the Company's Code of Business Conduct during the Employment Term. To the
extent that this Agreement imposes more stringent restrictions on Employee's
activities than the restrictions contained in the Company's Code of Business
Conduct, the terms of this Agreement shall govern.
12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Employee have caused this Agreement to
be executed as of the Agreement Date.
TIDEWATER INC.
Date of Execution: 12/31/00 By: /s/ William C. O'Malley
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William C. O'Malley
Chairman, Chief Executive
Officer and President
EMPLOYEE:
Date of Execution: 12/31/00 By: /s/ Richard M. Currence
-------------- -----------------------
Name: Richard M. Currence
14
<PAGE>
APPENDIX A
Parishes of the State of Louisiana
Acadia Madison
Allen Morehouse
Ascension Natchitoches
Assumption Orleans
Avoyelles Ouachita
Beauregard Plaquemines
Bienville Pointe Coupee
Bossier Rapides
Caddo Red River
Calcasieu Richland
Caldwell Sabine
Cameron St. Bernard
Catahoula St. Charles
Claiborne St. Helena
Concordia St. James
DeSoto St. John the Baptist
East Baton Rouge St. Landry
East Carroll St. Martin
East Feliciana St. Mary
Evangeline St. Tammany
Franklin Tangipahoa
Grant Tensas
Iberia Terrebonne
Iberville Union
Jackson Vermillion
Jefferson Vernon
Jefferson Davis Washington
Lafayette Webster
Lafourche West Baton Rouge
LaSalle West Carroll
Lincoln West Feliciana
Livingston Winn
A-1
<PAGE>
APPENDIX B
TERMINATION OF CHANGE OF CONTROL AGREEMENT
This TERMINATION OF CHANGE OF CONTROL AGREEMENT (this "Termination
Agreement"), dated as of December 31, 2000, is by and between Tidewater Inc.
(the "Company"), a Delaware corporation and Richard M. Currence (the
"Employee").
WHEREAS, the parties hereto desire that that certain Change of Control
Agreement dated as of October 1, 1999, by and between Employee and the Company
(the "Change of Control Agreement") be terminated and of no further force or
effect.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Termination. Employee and the Company agree that, upon the
effectiveness of that Continuing Employment and Separation Agreement, dated as
of the date hereof, by and between Employee and the Company, and subject to the
limitations set forth in Article VI thereof, which shall apply equally to this
Termination Agreement, the Change of Control Agreement be and it hereby is
terminated and is of no further force or effect.
2. Miscellaneous. This Termination Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Louisiana,
without giving effect to the choice of law provisions of such state. This
Termination Agreement may be executed in counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained on any one
counterpart thereof. Each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have signed this Termination Agreement as
of the day and year first above written.
TIDEWATER INC.
By: s/ William C. O'Malley
------------------------
William C. O'Malley
Chairman, Chief Executive
Officer and President
s/Richard M. Currence
---------------------------
Richard M. Currence
B-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(R)
<SEQUENCE>6
<FILENAME>dex10r.txt
<DESCRIPTION>AMENDED 1997 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
EXHIBIT 10(r)
AMENDMENT TO
RESTATED TIDEWATER INC.
1997 STOCK INCENTIVE PLAN
WHEREAS, Tidewater, Inc., a Delaware corporation (the "Company"), restated
the Tidewater Inc. 1997 Stock Incentive Plan (the "Plan") effective October 1,
1999; and
WHEREAS, the Company wishes to amend the Plan to extend the post-retirement
exercise period of options granted to non-employee directors under the Plan in
1997 and to be granted in the future to non-employee directors under the Plan;
NOW, THEREFORE, pursuant to the power provided to the Board in Section
9.10.A. of the Plan, Section 8.4 of the Plan entitled "Exercise After
Termination of Board Service" is hereby amended to read in its entirety as
follows:
In the event an Outside Director ceases to serve on the Board, the
stock options granted hereunder must be exercised, to the extent otherwise
exercisable at the time of termination of Board service, within one year
from termination of Board service; provided, however, that
(a) In the event of termination of Board service as a result of
death or disability, the stock options must be exercised within two
years from the date of termination of Board service;
(b) As to stock options granted to Outside Directors under the
Plan on the dates of the annual meetings of stockholders of Tidewater
held in 1998 and 1999, in the event of termination of Board service as
a result of retirement on or after reaching age 65, the stock options
must be exercised within two years from the date of termination of
Board service;
(c) As to stock options granted to Outside Directors under the
Plan on the date of the annual meetings of stockholders of Tidewater
held in 1997 and in the year 2000 and thereafter, in the event of
termination of Board service as a result of retirement on or after
reaching age 65, stock options must be exercised within five years
from the date of termination of Board service;
and further provided, that no stock options may be exercised later than 10
years after the date of grant.
<PAGE>
This Amendment is executed effective the 9th day of June, 2000.
TIDEWATER INC.
By: s/Cliffe F. Laborde
---------------------
Cliffe F. Laborde
Senior Vice President, Secretary
and General Counsel
2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>7
<FILENAME>dex21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>
EXHIBIT 21
----------
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
PERCENTAGE
STATE OR OF VOTING
JURISDICTION OF SECURITIES
NAME INCORPORATION OWNED
---- ------------- -----
<S> <C> <C>
Al Wasl Marine LLC...................................................... Dubai 49%
Antilles Marine Service Limited......................................... Trinidad & Tobago 50%
Candies Tidewater Joint Venture, L.L.C.................................. Louisiana 50%
Compania Maritima de Magallanes Limitada................................ Chile 100%
Divetide Limited........................................................ Thailand 49%
Equipo Mara, C.A........................................................ Venezuela 19.9%
Equipo Zulia, C.A....................................................... Venezuela 100%
Fairway Personnel Services Limited...................................... England 100%
Four Star Marine, Inc................................................... Louisiana 49%
Gulf Fleet Abu Dhabi.................................................... Abu Dhabi 49%
Gulf Fleet Middle East, Inc............................................. Panama 100%
Gulf Fleet N.V.......................................................... Netherlands Antilles 100%
Gulf Fleet Supply Vessels, L.L.C........................................ Louisiana 100%
Hilliard Oil & Gas, Inc................................................. Nevada 100%
Hornbeck Shipping Limited............................................... Isle of Man 100%
Jackson Marine, L.L.C................................................... Louisiana 100%
Jackson Marine, S.A..................................................... Panama 100%
Java Boat Corporation................................................... Louisiana 100%
Lamnalco-Tidewater Marine Service Limited............................... Vanuatu 50%
Maritide Offshore Oil Services Company S.A.E............................ Egypt 49%
Mashhor Marine Sdn. Bhd................................................. Brunei 70%
Niugini Offshore Services Joint Venture (unincorporated)................ New Guinea 50%
O.I.L. (Nigeria) Limited................................................ Nigeria 82.1%
Offshore Pacific Pty. Ltd............................................... Vanuatu 100%
OSA do Brasil Representacoes Ltda....................................... Brazil 100%
OSA Marine Services (Asia) Pte. Limited................................. Singapore 100%
OSA Marine Services GmbH................................................ Germany 100%
Pacific Tidewater Pty. Ltd.............................................. Australia 100%
Pan Marine International, Inc........................................... Cayman Islands 100%
Pan-Marine do Brasil Transportes Ltda................................... Brazil 100%
Pental Insurance Co. Ltd................................................ Bermuda 100%
Point Marine, L.L.C..................................................... Louisiana 100%
Provident Marine Ltd.................................................... Turks & Caicos 50%
Quality Shipyards, L.L.C................................................ Louisiana 100%
Remolcadores y Gabarras Remigasa, S.A................................... Venezuela 19.9%
S.O.P., Inc............................................................. Louisiana 100%
Seafarer Boat Corporation............................................... Louisiana 100%
Servicios de Abastecimientos Mexicanos, S. de R.L. de C.V............... Mexico 100%
Servicios Maritimos del Carmen, S.A. de C.V............................. Mexico 100%
Servicios Maritimos Ves, S. de R.L. de C.V.............................. Mexico 100%
Servicios y Representaciones Maritimas Mexicanas, S.A. de C.V........... Mexico 100%
Sin-Hai Offshore Co. Pte. Ltd........................................... Singapore 97.5%
Solo Fleet Sdn. Bhd..................................................... Malaysia 49%
Solo Fleet Two Sdn. Bhd................................................. Malaysia 49%
Sonatide Marine, Ltd.................................................... Cayman Islands 49%
Southern Ocean Services Pte. Ltd........................................ Singapore 100%
T. Benetee L.L.C........................................................ Louisiana 100%
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
STATE OR OF VOTING
JURISDICTION OF SECURITIES
NAME INCORPORATION OWNED
---- ------------- -----
<S> <C> <C>
Thabet and O.I.L. Co. Ltd............................................... Yemen 30%
Thai OSA Services Limited............................................... Thailand 49%
Tidewater Australia Pte. Ltd............................................ Australia 100%
Tidewater Caribe, C.A................................................... Venezuela 100%
Tidewater Crewing Limited............................................... Cayman Islands 100%
Tidewater Foreign Sales Corporation..................................... Barbados 100%
Tidewater Marine Service (Malaysia) Sdn. Bhd............................ Malaysia 100%
Tidewater Marine Alaska, Inc............................................ Alaska 100%
Tidewater Marine Australia Pty. Limited................................. Australia 100%
Tidewater Marine International Pte. Ltd................................. Singapore 100%
Tidewater Marine International, Inc..................................... Panama 100%
Tidewater Marine North Sea Limited...................................... England 100%
Tidewater Marine Service (M) Sdn. Bhd................................... Malaysia 49%
Tidewater Marine Service, C.A. (SEMARCA)................................ Venezuela 100%
Tidewater Marine Service, Inc........................................... Louisiana 100%
Tidewater Marine West Indies Limited.................................... Bahama Islands 100%
Tidewater Marine Western, Inc........................................... Texas 100%
Tidewater Marine, L.L.C................................................. Louisiana 100%
Tidewater Offshore (GP-1984), Inc....................................... Delaware 100%
Tidewater Vessels Limited............................................... Cayman Islands 100%
Tidex (Malaysia) Sdn. Bhd............................................... Malaysia 100%
Tidex Nigeria Limited................................................... Nigeria 60%
Tidex/OTS Nigeria Limited (unincorporated).............................. Nigeria 50%
TT Boat Corporation..................................................... Louisiana 100%
Twenty Grand Marine Service, L.L.C...................................... Louisiana 100%
Twenty Grand Offshore, Inc.............................................. Louisiana 100%
VTG Supply Boat Liberia Inc............................................. Liberia 100%
Zapata Gulf Indonesia Limited........................................... Vanuatu 80%
Zapata Gulf Marine International Limited................................ Vanuatu 100%
Zapata Gulf Marine L.L.C................................................ Louisiana 100%
Zapata Gulf Marine Operators, L.L.C..................................... Louisiana 100%
Zapata Gulf Pacific, L.L.C.............................................. Louisiana 100%
Zapata Marine Service (Nigeria) Limited................................. Nigeria 100%
Zapata Servicos Maritimos Ltda.......................................... Brazil 100%
Zhong Chang Offshore Marine Service Company Ltd......................... China 50%
</TABLE>
2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>dex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>
EXHIBIT 23
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statements
(Forms S-8 No. 33-63094, No. 33-38240, No. 333-32729, and No. 333-47687) of
Tidewater Inc. of our report dated April 23, 2001, with respect to the
consolidated financial statements and schedule of Tidewater Inc. included in
this Annual Report (Form 10-K) for the year ended March 31, 2001.
Ernst & Young LLP
New Orleans, Louisiana
April 23, 2001
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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