THIRD AMENDMENT AGREEMENT

 THIS THIRD AMENDMENT AGREEMENT is made on

 2015 (the "Agreement") between:

1.2

Incorporation

2

AMENDMENTS

2.1

In clause 1.1 of the Facility Agreement, the definition of "Second Amendment Date" shall be amended by deleting the current definition in its entirety and replacing it with the following:-

2.2

In clause 1.1 of the Facility Agreement, the definition of "Margin" shall be amended by deleting the current definition in its entirety and replacing it with the definition set out in Schedule 2 of this Agreement;

2.3

In clause 1.1 of the Facility Agreement, the definition of "Appraisal Date" shall be amended by deleting the current definition in its entirety and replacing it with the following:-

2.4

In clause 1.1 of the Facility Agreement, the definition of "Relevant Period" shall be amended by deleting the current definition in its entirety and replacing it with the following:-

2.5

In clause 1.1 of the Facility Agreement, the following new definition shall be inserted:-

2.6

In clause 1.1 of the Facility Agreement, the following new definition shall be inserted:-

2.7

In clause 1.1 of the Facility Agreement, the definition of "Total Revolving Facility Commitments" shall be amended by deleting the current definition in its entirety and replacing it with the following:-

2.8

Clause 5 (Utilisation – Revolving Facility Loan) shall be amended by including the adding the following new clause 5.7:

5.7.1

The Parent shall ensure that, on each Quarter Date during the Restricted Period, the aggregate of all Cash held by members of the Group shall not exceed $35,000,000 (or its currency equivalent) PROVIDED THAT (i) this condition shall only apply to the extent that there are Loans outstanding as at such Quarter Date (each a "Relevant Quarter Date"), (ii) this condition shall not apply to restrict or limit the amount of Cash held by members of the Group on any day that is not a Relevant Quarter Date and (iii) there will be no Default on the Relevant Quarter Date if the aggregate of all Cash held by members of the Group is in excess of $35,000,000 so long as the Parent complies with the provisions of Clause 5.7.2 below.

(a)

the Parent shall pay any amount in excess of $35,000,000 (or its currency equivalent) in prepayment of outstanding Revolving Facility Loans on the Iast day of the then current Interest Period (and therefore no breakage costs would be required on account of such prepayment); and

(b)

there shall be no further Utilisations (other than Rollover Loans) until such prepayment has been effected.

2.9

Clause 19.1 (Commitment fee) of the Facility Agreement shall be amended by deleting clause 19.1.1 thereof in its entirety and replacing it with the following clause 19.1.1:-

2.10

A new Clause 27.13 shall be inserted into the Facility Agreement as follows:-

"27.13

Monthly Information Packet

27.13.1

No later than 30 days after the end of each calendar month, the Parent shall deliver to the Agent an information packet which shall include:

(a)

the "vessel stoplight report" customarily prepared by the Parent;

(b)

a profit and loss account for the immediately preceding calendar month consolidated and broken down by region and which shall include key performance indicator metrics;

(c)

a rolling three month cashflow forecast (to include detail of expected drawn balances under both (i) the Revolving Facility and (ii) the existing NOK600m bilateral facility between DNB Bank ASA and GulfMark Rederi AS (the "Monthly Forecast");

(d)

a commentary from the chief executive officer, chief financial officer or chief accounting officer of the Parent on the items listed at paragraphs (a) to (c) above together with commentary on any cost-cutting initiatives; and

(e)

confirmation as to the current balance drawn under the existing NOK600m bilateral facility between DNB Bank ASA and GulfMark Rederi AS.

27.13.2

The Parent shall ensure that each Monthly Forecast delivered to the Agent hereunder is prepared in good faith, on the basis of assumptions believed by the Parent to be reasonable at the time such Monthly Forecast was prepared, it being understood that the Monthly Forecast by its nature is uncertain, monthly financial information is subject to adjustment for unfinished items including tax, asset impairment reviews and other pending items, and no assurance is given that the Monthly Forecast will be achieved.     

2.11

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by deleting clause 28.1.1 thereof in its entirety and replacing it with the following clause 28.1.1:-

2.12

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by deleting clause 28.1.2 thereof in its entirety and replacing it with the following clause 28.1.2:-

2.13

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by deleting clause 28.1.3 thereof in its entirety and replacing it with the following clause 28.1.3:-

(a)

1.75 to 1.0. on each Quarter Date occurring on or prior to September 30, 2015; and

(b)

3.0 to 1.0 on each Quarter Date occurring on or after December 31, 2015 and on or prior to the Termination Date.

2.14

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by deleting clause 28.1.4 thereof in its entirety and replacing it with the following clause 28.1.4:

(a)

1.15 to 1.0 for the Quarter Date occurring on June 30, 2015;

(b)

1.50 to 1.0 for the Quarter Date occurring on September 30, 2015; and

(c)

2.0 to 1.0 for each Quarter Date occurring on, or after, December 31, 2015 and on or prior to the Termination Date.

2.15

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by deleting clause 28.1.5 in its entirety and replacing it with the following clause 28.1.5:-

(a)

$50,000,000 (or its equivalent in other currencies, which shall be calculated using the Agent's Spot Rate of Exchange) in the period from the Second Amendment Date to the Quarter Date occurring on September 30, 2015; and

(b)

$35,000,000 (or its equivalent in other currencies, which shall be calculated using the Agent's Spot Rate of Exchange) on December 31, 2015 and each Quarter Date thereafter."

2.16

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by adding the following new Clause 28.1.6:-

2.18

Clause 29.10 of the Facility Agreement shall be amended by deleting the clause in its entirety and replacing it with the following new Clause 29.10:

29.10.1

Each Obligor shall maintain in accordance with good industry practices all of its assets necessary in the conduct of its business.

2.19

Clause 29.22 of the Facility Agreement shall be amended by deleting clause 29.22 in its entirety and replacing it with the following new clause 29.22:-

29.22.1

The Borrower will deliver to the Agent an Appraised Value for each of the Collateral Vessels:

(a)

(i) in each Financial Quarter, to be delivered not later than the date on which the Compliance Certificate is due to be delivered under Clause 27.2 (Provision and contents of Compliance Certificate) and (ii) within 60 days after a written request by the Agent (but not more than once between each Quarter Date) where the Agent reasonably believes a Default has occurred (which shall be at the expense of the Borrower); and

(b)

on such other occasions as the Agent may reasonably request (which shall be at the expense of the Lenders).

(a)

confirmation as to which Collateral Vessels are stacked or laid up and which are operational together with confirmation from the Approved Broker that the Appraised Value has been calculated on such basis; and

(b)

a detailed commentary on the offshore supply vessel market from the relevant Approved Broker.

2.20

Clause 29.27 of the Facility Agreement shall be amended by deleting the clause in its entirety and replacing it as follows:-

2.21

Clause 29.12 (Negative Pledge) of the Facility Agreement shall be amended so that the final paragraph of that Clause shall be deleted in its entirety and replaced with the following new paragraph:

2.22

Clause 29.15(a)(i)(A) of the Facility Agreement shall be amended by deleting that clause in its entirety and replacing it with the following new clause 29.15(a)(i)(A):

2.23

Clause 29 of the Facility Agreement shall be amended by adding a new clause 29.30 as follows:

2.24

The provisions of Clause 31.1 of the Facility Agreement in effect during the Restricted Period shall be amended so that paragraph (f) of Clause 31.1 shall be deleted in its entirety and replaced with the following new paragraph (f):

(f)

immediately following such disposal, the ratio of the aggregate Appraised Value of the Collateral Vessels to Total Revolving Facility Commitments would be at least 2.0:1; and

2.25

The current Part 2 of Schedule 1 of the Facility Agreement shall be deleted and replaced with the text set out in Schedule 3 of this Agreement.

2.26

The current Schedule 11 of the Facility Agreement shall be deleted and replaced with the text set out in Schedule 4 of this Agreement.

2.27

The current definition of Permitted Capital Expenditures shall be deleted and replaced with the following definition: "Permitted Capital Expenditures" means capital expenditures made by the Parent or its consolidated Subsidiaries after January 1, 2015 to the extent set forth in Schedule 16 of the Facility Agreement."

2.28

The text set out in Schedule 5 of this Agreement shall take effect as Schedule 16 of the Facility Agreement.

3

EFFECTIVE DATE

4

LONGSTOP

4.1

If the Effective Date has not occurred by 5pm, London time, on December 27, 2015, then this Agreement shall automatically terminate.

4.2

The Agent shall promptly notify the Parent and the Lenders in writing of the occurrence of the Effective Date.

5

CONDITION SUBSEQUENT

6

GUARANTEE AND SECURITY

6.1

continue in full force and effect; and

6.2

extend to all liabilities and obligations of the Obligors arising under the Facility Agreement as amended by this Agreement.

7

REPEATING OF REPRESENTATIONS

8

FEES AND EXPENSES

8.1

The Original Borrower shall pay (or cause to be paid) to the Agent (for the account of each Lender) an amendment fee computed at the rate of one (1) per cent of each Lender's Revolving Facility Commitment as of the Effective Date (being a fee, in aggregate, equal to $US1,000,000). The Original Borrower shall pay (or cause to be paid) such fee within five Business Days of the occurrence of the Effective Date.

8.2

The Original Borrower shall promptly on demand pay the Agent the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by it in connection with the entering into of this Agreement and the transactions contemplated thereby.

9

FINANCE DOCUMENT

10

AGENT

11

COUNTERPARTS

12

GOVERNING LAW

1

Corporate Authorisations

1.1

Certified true copies of the following:-

1.1.1

Certificate of Fact (Texas) for GulfMark Americas, Inc.;

1.1.2

Certificate of Fact (Texas) for GulfMark Offshore, Inc.;

1.1.3

Certificate of Good Standing (Delaware) for GulfMark Americas, Inc.;

1.1.4

Certificate of Good Standing (Delaware) for GulfMark Offshore, Inc.;

1.1.5

Certificate of Good Standing (Delaware) for GulfMark Management, Inc.;

1.1.6

Certificate of UCC Search from Delaware on GulfMark Americas, Inc.;

1.1.7

Certificate of UCC Search from Delaware on GulfMark Offshore, Inc.;

1.1.8

Certificate of UCC Search from Delaware on GulfMark Management, Inc.;

1.1.9

Certificates of Incumbency for each of the Obligors and GMI.

1.2

A copy of a resolution of the board of directors of each Obligor and GMI:

1.2.1

authorising a specified person or persons to execute the documents required hereby to which it is a party on its behalf; and

1.2.2

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the documents to which it is a party.

1.3

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2.1 above in relation to such documents.

1.4

A certificate of the Parent confirming that the amendments contemplated in this Agreement would not cause any borrowing, guarantee, security or similar limit binding on any Obligor or GMI (as applicable) to be exceeded.

1.5

A certificate of an authorised signatory of each Obligor and GMI certifying that each copy of its resolutions specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

1.6

An officer's certificate of each Obligor and GMI certifying that there has been no change to its Certificate of Incorporation, Bylaws, Domicile Address, EIN and Charter Number since the documents were last provided to the Agent.

2

FINANCE DOCUMENTS

2.1

A copy of this Agreement executed by each Obligor and GMI.

2.2

A copy of the amendment agreement between the Original Borrower and the Security Agent, in respect of the First Preferred Fleet Mortgage dated 26 September 2014 granted by the Original Borrower in favour of the Security Agent (as security trustee for the Secured Parties), executed by the Original Borrower.

3

LEGAL OPINIONS

3.1

a legal opinion of Norton Rose Fulbright US LLP, US legal advisers to the Original Borrower, the Parent and GMI as to US, Texas and Delaware law; and

3.2

a legal opinion of Pinsent Masons LLP, UK legal advisers to the Agent as to English law.

4

MISCELLANEOUS