CAL DIVE I-TITLE XI,
INC .
United States Government
Guaranteed Ship Financing Bonds, Q4000 Series
4.93% Sinking Fund Bonds Due
February 1, 2027
To the
Purchaser
Named in Schedule I Hereto:
The undersigned,
CAL DIVE I-TITLE XI, INC., a Texas corporation (the “
Shipowner ”), hereby agrees with you (the “
Purchaser ”) as follows:
1.
The Bonds . The United States Government Guaranteed Ship
Financing Bonds, Q4000 Series, due February 1, 2027, referred
to above (collectively, the “ Bonds ”) in the
aggregate principal amount set forth opposite your name in
Schedule I hereto are proposed to be issued and sold by
the Shipowner upon fulfillment of the terms and conditions set
forth herein. The Bonds will be issued and sold to aid in the
refinancing of the construction of the vessel Q4000, Official
Number 1122763 (the “ Vessel ”). The Bonds will
be in fully registered form only and will bear interest (calculated
on the basis of a 360-day year comprised of twelve 30-day months)
from the date of issuance at the rate per annum set forth above,
payable semiannually in arrears, on February 1 and August 1 of each
year until maturity, commencing February 1, 2006.
The Bonds will be
issued pursuant to that certain Trust Indenture, dated as of
August 16, 2000, as amended by Supplement No. 1 thereto,
dated as of January 25, 2002, Supplement No. 2 thereto,
dated as of November 15, 2002, Supplement No. 3 thereto,
dated as of December 14, 2004, and Supplement No. 4 to
Trust Indenture, dated as of the Closing Date (as so amended, the
“ Indenture ”) between the Shipowner and
Wilmington Trust Company, a Delaware banking corporation, as
Trustee (the “ Indenture Trustee ”). Proceeds of
the Bonds will be used to repay the Shipowner’s outstanding
indebtedness under a floating rate note, and repay certain items of
cost, all relating to the financing of the Vessel. Payment of the
principal of and interest on the Bonds will be fully and
unconditionally guaranteed by the United States of America pursuant
to the guarantee imprinted by the Indenture Trustee pursuant to
that certain Authorization Agreement, dated as of August 16,
2000, as amended by Amendment No. 1 thereto, dated as of
January 25, 2002, Amendment No. 2 thereto, dated as of
November 15, 2002, and Amendment No. 3 thereto, dated as
of the Closing Date (as so amended, the “ Authorization
Agreement ”), on each of the
-1-
Bonds (the
“ Guarantee ”) under Title XI of the Merchant
Marine Act, 1936, as amended and in effect on the Closing Date (the
“ Act ”). Since the Bonds are guaranteed with
the full faith and credit of the United States of America, it is
understood that you will not independently review the financial
condition of the Shipowner and will rely completely on the
Secretary’s determination regarding the financial resources
and maritime ability of the Shipowner.
The Bonds will be
offered by a term sheet, dated September 27, 2005, and a Final
Offering Circular, dated September 27, 2005 (the “
Offering Circular ”).
Capitalized terms
used herein and not defined herein have the meanings ascribed
thereto in Schedule A to the Indenture.
2.
Agreement to Purchase . Subject to the conditions
hereinafter set forth, and the representations and warranties
contained herein, the Shipowner agrees to sell to you and you agree
to purchase on the Closing Date the Bonds in the principal amount
set forth opposite your name in Schedule I hereto at
one hundred percent (100%) of such principal amount
thereof.
3.
Closing . Delivery of the Bonds shall be in book-entry
form through the facilities of The Depository Trust Company
(“ DTC ”) in accordance with the procedures
undertaken at a Closing (the “ Closing ”)
commencing at 7:00 a.m., Pacific Time, on September 30, 2005
(the “ Closing Date ”), which term includes any
later date designated by the Shipowner by at least three
(3) Business Days’ prior written notice to the Indenture
Trustee and the Purchaser, unless such prior notice requirement is
waived by the Purchaser (which shall not be later than
October 5, 2005). The Closing will be held at the offices of
Nixon Peabody LLP, Two Embarcadero Center, Suite 2700, San
Francisco, California 94111, by e-mail, facsimile and previously
delivered executed documents held in escrow. A single Global
Obligation, dated as of the Closing Date, authenticated by the
Indenture Trustee, guaranteed by the United States of America, and
registered in the name of Cede & Co., as the nominee of DTC,
and issued in a denomination equal to the principal amount of Bonds
to be purchased by you will, against payment therefor to the
Shipowner or the Shipowner’s order at the Closing in
immediately available funds, be delivered to the Indenture Trustee
as custodian for DTC for the account of the Purchaser. Except as
you may otherwise direct the Shipowner and the Indenture Trustee,
the Indenture Trustee is hereby authorized to receive on your
behalf the Global Obligation at the Closing on the Closing Date, to
execute receipt therefor and to hold such Global Obligation as
cus
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