ASSIGNMENT, ASSUMPTION, AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT

Assignment Agreement

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This Assignment Agreement involves

GULFMARK OFFSHORE INC | BOURBON CAPITAL USA, INC | RIGDON MARINE CORPORATION

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Title: ASSIGNMENT, ASSUMPTION, AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT
Governing Law: New York Date: 7/31/2008
Industry: OILSRV Law Firm: Seward Kissel;Strasburger Price Sector: ENERGY

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Exhibit 10.19

ASSIGNMENT, ASSUMPTION, AMENDMENT AND RESTATEMENT OF
LOAN AGREEMENT
PROVIDING FOR A
US$85,000,000
SUBORDINATED SECURED CREDIT FACILITY

BY AND AMONG

BOURBON CAPITAL U.S.A., INC.,
as Assignor,

RIGDON MARINE CORPORATION,
as Borrower,

the Banks and Financial Institutions
identified on Schedule 1,
as Lenders,

AND

DVB BANK NV,
as Facility Agent and Security Trustee,

as of July 1, 2008

CONTENTS


			PAGE

1.	DEFINITIONS			2
	1.1	Specific Definitions		2
	1.2	Computation of Time Periods; Other Definitional Provisions		12
	1.3	Accounting Terms		13
	1.4	Certain Matters Regarding Materiality		13
	1.5	Forms of Documents		13
	1.6	General Conditions		13

1A	ASSIGNMENT AND ASSUMPTION			13
	1A.1	Assignment		13
	1A.2	Assumption		13
	1A.3	Payment		14
	1A.4	Assignor Warranty		14
	1A.5	Other Actions		14
	1A.6	Release of Assignor		15
	1A.7	Evidence of Authority		15

2.	REPRESENTATIONS AND WARRANTIES			15
	2.1	Representations and Warranties		15

3.	THE ADVANCES			19
	3.1	Availability		20
	3.4	Effect of Drawdown Notice		20
	3.5	Notation of Advances		20

4.	CONDITIONS			20
	4.1	Conditions Precedent to the Effectiveness of this Agreement		20
	4.2	Further Conditions Precedent		22
	4.3	Breakfunding Costs		23
	4.4	Satisfaction after Drawdown		24

5.	REPAYMENT AND PREPAYMENT			24
	5.1	Repayment		24
	5.2	Voluntary Prepayment; No Re-borrowing		24
	5.3	Mandatory Prepayment; Sale or Loss of Vessel		24


			PAGE

6.	INTEREST AND RATE			24
	6.1	Applicable Rate		24
	6.2	Default Rate		25
	6.3	Interest Periods		25

7.	PAYMENTS			25
	7.1	Place of Payments, No Set Off		25
	7.2	Tax Credits		26
	7.3	Sharing of Setoffs		26
	7.4	Computations; Banking Days		26

8.	EVENTS OF DEFAULT			27
	8.1	Events of Default		27
	8.2	Indemnification		29
	8.3	Application of Moneys		29

9.	COVENANTS			30
	9.1	Affirmative Covenants		30
	9.2	Negative Covenants		33
	9.3	[Intentionally Omitted.]		34
	9.4	Asset Maintenance		34

10.	ASSIGNMENT			34

11.	ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC			35
	11.1	Illegality		35
	11.2	Increased Costs		35
	11.3	Replacement of Lender or Participant		36
	11.4	Nonavailability of Funds		37
	11.5	Lender’s Certificate Conclusive		37
	11.6	Compensation for Losses		37

12.	CURRENCY INDEMNITY			37
	12.1	Currency Conversion		37
	12.2	Change in Exchange Rate		37
	12.3	Additional Debt Due		38
	12.4	Rate of Exchange		38

13.	FEES AND EXPENSES			38
	13.1	Fees		38


		PAGE

13.2	Expenses		38