provided by

The Financial Institutions
listed in Schedule 1
as Lenders

with

DNB BANK ASA
as Arranger

and

DNB BANK ASA 
as Agent 

1

DEFINITIONS AND INTERPRETATION

3

2

CONDITIONS PRECEDENT

4

3

REPRESENTATIONS

4

4

AMENDMENT AND RESTATEMENT

4

5

FEES, COSTS AND EXPENSES

5

6

MISCELLANEOUS

5

SCHEDULE 1:

THE LENDERS

SCHEDULE 2:

CONDITIONS PRECEDENT

SCHEDULE 3:

FORM OF AMENDED AND RESTATED FACILITY AGREEMENT

SCHEDULE 4:

FORM OF AMENDED AND RESTATED INSURANCE ASSIGNMENT

SCHEDULE 5:

FORM OF AMENDED AND RESTATED EARNINGS ACCOUNT PLEDGE

(1)

GULFMARK REDERI AS (the “Borrower”);

(2)

DNB BANK ASA, as mandated lead arranger (in such capacity, the “Arranger”);

(3)

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Existing Parties) as lenders (the “Lenders”);

(4)

DNB BANK ASA as facility agent (in such capacity, the “Agent”);

(A)

The Borrower, the Arranger, the Lenders, and the Agent have entered into a senior secured revolving facility agreement originally dated 27 December 2012 (the “Original Facility Agreement”), pursuant to which the Lenders have agreed to make available to the Borrower (as defined in the Original Facility Agreement) a revolving credit facility in the original aggregate principal amount of NOK 600,000,000, subject to the terms and conditions of the Original Facility Agreement.

(B)

The Parties have agreed to certain changes and amendments, among other things, changes to the financial covenants and replacement of Vessels under the Original Facility Agreement.

(C)

This Agreement sets out the terms and conditions upon which the Original Facility Agreement is to be amended and restated for the purposes referred to in paragraph (B) above with effect from the Effective Date (as defined below).

1

DEFINITIONS AND INTERPRETATION

a)

In this Agreement:

b)

Unless expressly defined in this Agreement (including its recitals) or a contrary intention appears, capitalised terms defined in the form of the Amended and Restated Facility Agreement attached hereto as Schedule 3 (Form of Amended and Restated Facility Agreement) have the same meaning in this Agreement (whether or not the Effective Date shall have occurred).

c)

The principles of construction set out in the form of the Amended and Restated Facility Agreement attached hereto as Schedule 3 (Form of Amended and Restated Facility Agreement) shall have the same effect as if set out in this Agreement.

d)

In accordance with the terms of the Original Facility Agreement, each Party designates each of this Agreement and the Amended and Restated Facilities Agreement as a Finance Document.

2

CONDITIONS PRECEDENT

3

REPRESENTATIONS

a)

The Borrower makes the representations and warranties set out in Clause 18 (Representations) of the Amended and Restated Facility Agreement:

(i)

on the date of this Agreement (whether or not the Effective Date shall then have occurred); and

(ii)

on the Effective Date,

b)

The Borrower acknowledges that the Finance Parties have entered into this Agreement in full reliance on the representations and warranties made by it pursuant to paragraph a) above.

4

AMENDMENT AND RESTATEMENT

4.1

Amendment and restatement – Original Facility Agreement

4.2

Amendment and Restatement – Security Documents

4.3

Continuing obligations

a)

acknowledges and agrees to the amendment and restatement of the Original Facility Agreement as contemplated by this Agreement; and

b)

with effect from the date of this Agreement and the Effective Date, confirms that any guarantee and security granted by it under a Finance Document will continue in full force and effect and extend to the liabilities and obligations of the Borrower to the Finance Parties under the Finance Documents as amended by this Agreement.

5

FEES, COSTS AND EXPENSES

5.1

Flat fee

5.2

Transaction costs and expenses

6

MISCELLANEOUS

6.1

Incorporation of terms

6.2

Counterparts

Name of Borrower

Address

Registration number

Gulfmark Rederi AS

Strandgata 5, 4307 Sandnes, Norway

979 212 658

Name of Lenders

Address

Registration number

DNB Bank ASA

Solheimsgaten 7C, 5058 Bergen, Norway

988 081 264

1

COPORATE AUTHORISATIONS

a)

Certificate of Incorporation (firmaattest);

b)

Articles of Association (vedtekter);

c)

A copy of a resolution of the board of directors (and/or, as appropriate, the holders of the issued shares or limited liability company interests) of each Obligor:

(i)

approving the terms of, and the transactions contemplated by this Agreement and resolving that it executes this Agreement;

(ii)

authorising a specified person or persons to execute this Agreement on its behalf; and

(iii)

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 this Agreement and the other Finance Documents.

d)

A power of attorney (if applicable)

a)

Certificate of Incorporation;

b)

Certificate of Good standing;

c)

Secretary’s Certificate;

d)

Articles of Association/Memorandum and Articles of Association

2

Finance Documents

a)

A copy of this Agreement, duly signed by all the Parties.

b)

The Mortgage and new declaration of pledge in relation to North Cyrus (the “New Vessel”);

c)

Allonges to the existing Mortgages with increases in the mortgage amount from NOK 720,000,000 to NOK 780,000,000;

d)

Notices of Assignments of Insurances and the insurers’ acknowledgement thereof (if applicable) in relation to the New Vessel;

e)

Confirmation of acceptance from the Company to the Agent’s letter in respect of effective annual interest referred to in paragraph b) of Clause 12.1 (Calculation of interest) of the Amended and Restated Facility Agreement.

3

THE NEW VESSEL

a)

Evidence (by way of transcript of registry) that the New Vessel is registered in the name of the Borrower in the Norwegian Ordinary Ship Registry or other acceptable registry (as applicable), that the Mortgage have been, or will be within the Effective Date, executed and recorded with its intended first priority against the New Vessel, and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the New Vessel save for the first priority mortgage registered over the New Vessel.

b)

An updated class certificate related to the New Vessel from the classification society, confirming that the New Vessel is classed with the highest class in accordance with Clause 22.1.2 (Classification and repairs), free of extensions and overdue recommendations;

c)

Copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the New Vessel in accordance with Clause 22.1.1 (Insurance), and evidencing that the Agent’s (on behalf of the Finance Parties) Security Interest in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment of Insurances;

d)

Copy of commercial management agreement for the New Vessel;

e)

Copy of technical management agreement for the New Vessel;

f)

The New Vessel’s current SMC;

g)

The relevant Technical Manager(s)’ current DOC;

h)

The ISPS certificates for each Vessel;

i)

Evidence of the Fleet Market Value based on valuations not older than 6 months.

4

Other documents and evidence

a)

Evidence that all fees referred to in Clause 5 of this Agreement and CL 12 (Fees) of the Amended and Restated Facility Agreement , costs and expenses, as are payable on or prior to the Effective Date, have or will be paid on its due date.

b)

Latest consolidated financial statements of the Borrower and the Parent Guarantor.

c)

A Compliance Certificate confirming that the Borrower is in compliance with the financial covenants as set out in Clause 20 (Financial covenants) of the Amended and Restated Facility Agreement.

d)

A copy of any other agreements, Authorisations (including confirmation that the relevant competition approvals have been granted) or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly at least two (2) Business Days prior to the Effective Date) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document.

5

Legal opinions

a)

A legal opinion of Advokatfirmaet Thommessen AS, legal advisers to the Arrangers in Norway, as to Norwegian law, substantially in the form distributed to the Arrangers prior to signing this Agreement.

b)

A legal opinion as regards laws of the State of Delaware issued by Norton Rose Fulbright.

The Borrower:

Gulfmark Rederi AS

By:  /s/ Quintin V. Kneen                      

Name:  Quintin V. Kneen

Title:    Director

The Lenders:

DNB Bank ASA

By:  /s/ Thomas Nordell                        

Name:   Thomas Nordell

Title:     Senior Vice President

The Arranger: 

DNB Bank ASA

By:  /s/ Thomas Nordell                        

Name:   Thomas Nordell

Title:     Senior Vice President

The Agent:

DNB Bank ASA

By:  /s/ Thomas Nordell                        

Name:   Thomas Nordell

Title:     Senior Vice President