$125,000,000 MULTICURRENCY CREDIT FACILITY AGREEMENT

CLAUSE 1.

DEFINITIONS AND INTERPRETATION

1

CLAUSE 2.

THE FACILITIES

57

CLAUSE 3.

PURPOSE

59

CLAUSE 4.

CONDITIONS OF BORROWING

60

CLAUSE 5.

BORROWING – LOANS

62

CLAUSE 6.

REQUESTING - LETTERS OF CREDIT

64

CLAUSE 7.

LETTERS OF CREDIT

72

CLAUSE 8.

REQUESTING – SWINGLINE LOANS

73

CLAUSE 9.

SWINGLINE LOANS

74

CLAUSE 10.

CASH COLLATERAL; DEFAULTING LENDERS

78

CLAUSE 11.

OPTIONAL CURRENCIES

81

CLAUSE 12.

REPAYMENT AND COMMITMENT TERMINATION OF LOANS

82

CLAUSE 13.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

83

CLAUSE 14.

MANDATORY PREPAYMENT

84

CLAUSE 15.

RESTRICTIONS

86

CLAUSE 16.

INTEREST

89

CLAUSE 17.

INTEREST PERIODS – LOANS

90

CLAUSE 18.

CHANGES TO THE CALCULATION OF INTEREST

90

CLAUSE 19.

FEES

92

CLAUSE 20.

TAX GROSS UP AND INDEMNITIES

94

CLAUSE 21.

INCREASED COSTS

97

CLAUSE 22.

OTHER INDEMNITIES

99

CLAUSE 23.

MITIGATION BY THE LENDERS

101

CLAUSE 24.

COSTS AND EXPENSES

102

CLAUSE 25.

GUARANTEE AND INDEMNITY

103

CLAUSE 26.

REPRESENTATIONS

108

CLAUSE 27.

REPORTING REQUIREMENTS

115

CLAUSE 28.

FINANCIAL COVENANTS

122

CLAUSE 29.

COVENANTS

126

CLAUSE 30.

EVENTS OF DEFAULT

154

CLAUSE 31.

COLLATERAL VESSEL SALE, SUBSTITUTION AND ADDITION

160

CLAUSE 32.

CHANGES TO THE LENDERS

164

CLAUSE 33.

RESTRICTION ON SPONSOR AFFILIATE HOLDING DEBT

171

CLAUSE 34.

CHANGES TO THE OBLIGORS

172

CLAUSE 35.

ROLE OF THE AGENT, THE ARRANGER, THE ISSUING BANKS AND OTHERS

176

CLAUSE 36.

THE SECURITY TRUSTEE

186

CLAUSE 37.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

196

CLAUSE 38.

SHARING AMONG THE FINANCE PARTIES

196

CLAUSE 39.

PAYMENT MECHANICS

197

CLAUSE 40.

SET-OFF

201

CLAUSE 41.

NOTICES

202

CLAUSE 42.

CALCULATIONS AND CERTIFICATES

205

CLAUSE 43.

PARTIAL INVALIDITY

205

CLAUSE 44.

REMEDIES AND WAIVERS

205

CLAUSE 45.

AMENDMENTS AND WAIVERS

205

CLAUSE 46.

CONFIDENTIALITY

209

CLAUSE 47.

COUNTERPARTS

210

CLAUSE 48.

RELEASE

210

CLAUSE 49.

GOVERNING LAW

211

CLAUSE 50.

ENFORCEMENT

211

CLAUSE 51.

ACKNOWLEDGMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS

213

SCHEDULE 1 –

THE ORIGINAL PARTIES

214

PART 1 –  THE ORIGINAL OBLIGORS

214

PART 2 –  THE ORIGINAL LENDERS

216

SCHEDULE 2 –

CONDITIONS PRECEDENT

217

SCHEDULE 3 –

BORROWING REQUESTS

225

PART 1 –  BORROWING REQUEST – REVOLVING FACILITY LOANS

225

PART 2 –  BORROWING REQUEST – LETTERS OF CREDIT

226

SCHEDULE 4 –

FORM OF TRANSFER CERTIFICATE

227

SCHEDULE 5 –

FORM OF ASSIGNMENT AND ASSUMPTION

229

SCHEDULE 6 –

FORM OF JOINDER AGREEMENT

235

SCHEDULE 7 –

FORM OF RESIGNATION LETTER

241

SCHEDULE 8 –

FORM OF COMPLIANCE CERTIFICATE

242

SCHEDULE 9 –

TIMETABLES

244

PART 1 –   REVOLVING FACILITY LOANS

244

PART 2 –   LETTERS OF CREDIT

245

SCHEDULE 10 –

HEDGING AGREEMENTS

246

SCHEDULE 11 –

COLLATERAL VESSELS

248

SCHEDULE 12 –

APPROVED ADDITIONAL COLLATERAL VESSELS

249

SCHEDULE 13 –

FORM OF SOLVENCY CERTIFICATE

250

SCHEDULE 14 –

FORM OF REDERI INTERCREDITOR AGREEMENT

251

SCHEDULE 15 –

INSURANCE REQUIREMENTS

252

SCHEDULE 16 –

EXISTING LIENS

257

SCHEDULE 17 –

EFFECTIVE DATE EQUITYHOLDERS

258

SCHEDULE 18 –

LIST OF APPROVED NEW LENDERS AND PARTICIPANTS

259

(1)

GULFMARK REDERI AS, further details of which are set out in Part 1 of Schedule 1 (The Original Parties) as original borrower (the “Original Borrower”);

(2)

GULFMARK OFFSHORE, INC., further details of which are set out in Part 1 of Schedule 1 (The Original Parties) as an original guarantor (the “Parent”);

(3)

THE SUBSIDIARY GUARANTORS listed with further details in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Parent, the “Original Guarantors”);

(4)

DNB MARKETS INC., as mandated lead arranger and bookrunner (the “Arranger”);

(5)

THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) under Section A thereof as revolving facility lenders (the “Revolving Facility Lenders”) and under Section B thereof as term lenders (the “Term Lenders”, and together with the Revolving Facility Lenders, collectively, the “Original Lenders”);

(6)

DNB BANK ASA, NEW YORK BRANCH, as administrative agent of the other Finance Parties (the “Agent”);

(7)

DNB BANK ASA, NEW YORK BRANCH, as security trustee for the Secured Parties (the “Security Trustee”);

(8)

DNB BANK ASA, NEW YORK BRANCH, as Issuing Bank; and

(9)

DNB CAPITAL LLC, as Swingline Lender.

1.

Definitions And Interpretation

1.1

Definitions

“ABR Loan”

means a Loan that bears interest based on the Alternate Base Rate

“Acceptable Bank”

means:

the Revolving Facility Lenders that are Original Lenders;

a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of A- or higher by S&P or Fitch or A3 or higher by Moody’s or a comparable rating from an internationally recognized credit rating agency; or

any other bank or financial institution reasonably approved by the Agent

“Accounting Reference Date”

means December 31

“Accrued Amount”

has the meaning given to that term in Clause 32.10.1

“Acquisition”

has the meaning given to that term in the definition of “Permitted Acquisition” contained in this Clause 1.1

“Acquisition Cash Collateral Account”

means the US Dollar denominated blocked account of the Original Borrower, opened with the Security Trustee in its New York office named “Acquisitions Cash Collateral Account” with account number 13708004, as the same may be redesignated, substituted or replaced from time to time by the Security Trustee, which account may be used by the Group Members solely to finance all or a portion of a Permitted Acquisition pursuant to paragraph (g) of the definition of “Permitted Acquisition” contained in this Clause 1.1; provided, that the Group Members may deposit therein (as a cash equity contribution to the Original Borrower and not as an intercompany loan) only (i) the proceeds of any cash dividends received from any Unrestricted Acquisition Subsidiary (and not, for the avoidance of doubt, any payments made by any Unrestricted Acquisition Subsidiary for management fees, other charges for services rendered or any reimbursement of overhead charges (or similar amounts) paid to any Group Member) and (ii) the Net Cash Proceeds of any Asset Sale that are not required to be applied as a prepayment of the Facilities pursuant to the terms of this Agreement

“Act”

has the meaning given to that term in Clause 46.3.1

“Additional Borrower”

means a company which becomes an Additional Borrower in accordance with Clause 34 (Changes to the Obligors)

“Additional Guarantor”

means a company which becomes an Additional Guarantor in accordance with Clause 34 (Changes to the Obligors)

“Additional Obligor”

means an Additional Borrower or an Additional Guarantor

“Adjusted LIBO Rate”

means, for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) LIBOR for such Interest Period multiplied by (b) the Statutory Reserve Rate

“Administration”

has the meaning given to it in paragraph 1.1.3 of the ISM Code

“Affiliate”

means, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by or is under common control with such Person.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any Person means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of that Person whether through ownership of voting securities or by contract or otherwise

“Agent Parties”

has the meaning given to that term in Clause 41.8.2

“Agreement Date”

means the date of this Agreement

“Alternate Base Rate”

means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one (1) month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that the Adjusted LIBO Rate for any day shall be based on LIBOR at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth in the definition of LIBOR. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively

“Anti-Money Laundering Laws”

means (i) any US anti-money laundering laws, rules and regulations, including the US Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§ 1956 and 1957), and the Bank Secrecy Act, as amended, and all related implementing regulations, and (ii) with respect to a Group Member, all non-US anti-money laundering laws, rules and regulations to which such Group Member is subject

“Applicable L/C Fee Rate”

has the meaning given to that term in Clause 19.5.2

“Applicable Revolving Credit Percentage”

means, with respect to any Revolving Facility Lender at any time, such Revolving Facility Lender’s percentage of the Revolving Facility represented by such Revolving Facility Lender’s Revolving Facility Commitment at such time

“Applicable Valuation Date”

has the meaning given to that term in Clause 29.24.1

“Appraised Value”

means the fair market value arrived at on a basis acceptable to and agreed by the Agent (acting reasonably) in respect of any Collateral Vessel determined by averaging valuations addressed to the Agent by two of the Approved Brokers (as selected by the Borrowers, except as provided in Clause 29.24.1(b)) applying the same Applicable Valuation Date. Such valuations shall be prepared at each Borrower’s expense (unless otherwise stated in this Agreement), without a physical inspection, on the basis of a sale for prompt delivery for cash at arm’s length on a charter free basis (and free of any other employment contract) between a willing buyer and a willing seller and, in the case of any Collateral Vessel qualified to trade under the Jones Act, such Collateral Vessel continuing to trade in the U.S. coastwise trade

“Approved Additional Collateral Vessels”

means, subject to Clause 31 (Collateral Vessel Sale, Substitution and Addition), each of the vessels listed in Schedule 12 (Approved Additional Collateral Vessels)

“Approved Brokers”

means Clarkson Platou, Fearnley AS, Pareto or such other broker as may be reasonably acceptable to the Agent (acting on the instructions of the Majority Lenders) and the Borrowers

“Approved Classification Society”

means a Pre-Approved Classification Society (or such other classification society reasonably acceptable to the Majority Lenders)

“Asset Sale”

means any disposition of property or series of related dispositions of property but excluding:

(a)

any disposition of cash (other than cash deposited into the Vessel Cash Collateral Account); and

(b)

any disposition of Cash Equivalent Investments

“Assignment Agreement”

means an agreement substantially in the form set out in Schedule 5 (Form of Assignment and Assumption) or any other form agreed between the relevant assignor and assignee and reasonably acceptable to the Agent

“Auditors”

means KPMG (as current auditors), Ernst & Young LLP, PricewaterhouseCoopers LLP, Deloitte LLP or any other firm approved by the Agent acting on the instructions of the Majority Lenders (such approval not to be unreasonably withheld, conditioned or delayed)

“Authorization”

means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration

“Availability Period”

means the period from and including the Closing Date to and including the date that is one (1) month prior to the Termination Date

“Available Cash”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Available Revolving Commitment”

means, with respect to each Revolving Facility Lender on any date of determination, such Revolving Facility Lender’s Revolving Facility Commitment minus:

the Base Currency Amount of its participation in any outstanding Borrowings under the Revolving Facility; and

in relation to any proposed Borrowing, the Base Currency Amount of its participation in any other Borrowings that are due to be made under the Revolving Facility on or before the proposed Borrowing Date.

Solely for the purposes of calculating a Revolving Facility Lender’s Available Revolving Commitment in relation to any proposed Borrowing under the Revolving Facility pursuant to Clauses 2.1.2, 5.3 and 6.4(b), and for no other purpose, (i) that Revolving Facility Lender’s participation in any Borrowings that are due to be repaid or prepaid on or before the proposed Borrowing Date (and before the date of such calculation) shall not be deducted from such Revolving Facility Lender’s Revolving Facility Commitment, and (ii) the Base Currency Amount of such Revolving Facility Lender’s participation in all outstanding Borrowings under the Revolving Facility (including such Lender’s outstanding Revolving Facility Loans and participation interests in outstanding L/C Obligations) that are denominated in an Optional Currency, if any, shall be deemed to equal 105% of such Base Currency Amount

“Available Revolving Facility”

means, on any date of determination in relation to the Revolving Facility, the aggregate of the Revolving Facility Lenders’ Available Revolving Commitments on such date

“Available Swingline Commitment”

means, with respect to each Swingline Lender on any date of determination, such Swingline Lender’s Swingline Commitment minus:

the Base Currency Amount of its participation in any outstanding Swingline Loans; and

in relation to any proposed Borrowing under the Swingline Facility, the Base Currency Amount of its participation in any Swingline Loans that are due to be made under the Swingline Facility on or before the proposed Borrowing Date,

other than such Swingline Lender’s participation in any Swingline Loans that are due to be repaid or prepaid on or before the proposed Borrowing Date

“Available Swingline Facility”

means, on any date of determination in relation to the Swingline Facility, the aggregate of the Swingline Lenders’ Available Swingline Commitments on such date

“Bail-in Action”

means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution

“Bail-In Legislation”

means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule

“Bankruptcy Code”

means the provisions of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.

“Bankruptcy Court”

means the United States Bankruptcy Court for the District of Delaware

“Bankruptcy Proceeding”

means the Chapter 11 proceeding filed by the Parent in the Bankruptcy Court administered as Case No. 17-11125 (KG)

“Base Currency”

means US Dollars

“Base Currency Amount”

means, as of any date of determination, (a) in relation to a Loan, the outstanding principal amount of such Loan in the Base Currency (and, if such Loan is not denominated in the Base Currency, such principal amount converted into the Base Currency at the Agent’s Spot Rate of Exchange); and (b) in relation to a Letter of Credit, the aggregate undrawn amount of such Letter of Credit (and, if such Letter of Credit was not issued in the Base Currency, such undrawn amount converted into the Base Currency at the Agent’s Spot Rate of Exchange)

“Board”

means the Board of Governors of the Federal Reserve System of the United States

“Borrower”

means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 34 (Changes to the Obligors). In the event that, and at all times during which, there are two or more Borrowers hereunder, the obligations of the Borrowers under the Finance Documents shall be joint and several

“Borrowing”

means:

in relation to the Revolving Facility, (i) a borrowing of a Revolving Facility Loan or a Swingline Loan and (ii) the issuance of a Letter of Credit or any amendment to a Letter of Credit that results in an increase in the stated amount thereof or an extension of the expiry date thereof; and

in relation to the Term Facility, a borrowing of the Term Loan

“Borrowing Date”

means the date of a Borrowing, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued or amended

“Borrowing Request”

means:

in relation to a Revolving Facility Loan (other than a Swingline Loan) or a Term Loan, a notice substantially in the form set out in Part 1 of Schedule 3 (Borrowing Requests);

in relation to a Letter of Credit, a Letter of Credit Application; and

in relation to the Swingline Facility, a notice substantially in the form set out in Part 2 of Schedule 3 (Borrowing Requests)

“Break Costs”

means the amount (if any) by which:

the interest (excluding Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period

“Business Day”

means:

a day (other than a Saturday or Sunday) on which banks are open for general business in London, England, New York, New York and, in relation to any date for payment or purchase of a currency other than euro, the principal financial center of the country of that currency; or

in relation to any date for payment or purchase of euro, any TARGET Day

“Capital Expenditure”

means any expenditure or obligation in respect of any expenditure which, in accordance with GAAP, is treated as a capital expenditure

“Capitalization Ratio”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Capitalized Leases”

means all leases that have been or should be, in accordance with GAAP in effect on the date hereof, recorded as capitalized leases

“Capitalized Lease Obligations”

of any Person means the obligations of such Person to pay rent or other amounts under any Capitalized Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP

“Cash”

means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor is alone (or together with other Obligors) beneficially entitled and for so long as:

that cash is repayable on demand;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other Person whatsoever or on the satisfaction of any other condition other than a request for repayment;

there is no Security over that cash except for Transaction Security or any Permitted Vessel Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements; and

the cash is freely and immediately available on demand to be applied in repayment or prepayment of the Facilities

“Cash Collateral Accounts”

means, collectively, the Acquisition Cash Collateral Account, the Maintenance Cash Collateral Account and the Vessel Cash Collateral Account

“Cash Collateral Account Pledge”

means a first priority Lien on a Cash Collateral Account (and all amounts on deposit therein) in favor of, and in form and content reasonably agreed by, the Security Trustee

“Cash Collateralize”

means, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) cash collateral (“Cash Collateral”), at a location and pursuant to documentation in form and substance reasonably satisfactory to the Agent and, in the case of any L/C Obligations to be Cash Collateralized, the relevant Issuing Bank. Derivatives of such term have corresponding meanings

“Cash Equivalent Investments”

means at any time:

any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by, the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government;

any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-2” from S&P or at least “P-2” from Moody’s;

any commercial paper rated at least “A-2” by S&P or “P-2” by Moody’s, and issued by any Person organized under the laws of any state of the United States;

any US Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by any commercial bank that is (A) organized under the laws of the United States, any State thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $500,000,000;

any foreign currency demand deposit or short-term time deposit of a Foreign Subsidiary held by a commercial bank in the jurisdiction in which such Foreign Subsidiary is conducting business, which commercial bank either (A) has a short-term debt rating of at least “A-2” from S&P or at least “P-2” from Moody’s or (B) if such commercial bank is not rated by S&P or Moody’s, is the largest commercial bank based on capital in such jurisdiction; and

shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States;

provided, however, that (i) the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed one (1) year and (ii) the maturity of all time deposits specified in clause (e) above shall not exceed 60 days

“Change of Control”

means (i) any person or group of persons acting in concert (in each case, other than one or more of the Effective Date Equityholders) gains direct or indirect control of the Parent (a “Parent Change of Control”), or (ii) a Borrower or Guarantor (other than the Parent) ceases to be a Wholly Owned Subsidiary (directly or indirectly) of the Parent, except as otherwise expressly permitted in this Agreement (a “Subsidiary Change of Control”). For the purposes of this definition:

“control” of any Obligor means:

the power (whether by way of ownership of shares, proxy (excluding proxies solicited by the Parent in accordance with customary voting practices of companies organized under the laws of the United States, any State thereof or the District of Columbia whereby a stockholder has instructed a proxy to vote in accordance with the stockholder’s instructions), contract, agency or otherwise) to:

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a meeting of the stockholders of the Parent; or

appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent but excluding changes (or the power to make changes) in the board of directors of the Parent (1) approved or recommended by the majority of directors serving on such board at the time of such recommendation or approval where those changes are not related to or do not occur as a consequence of any change in shareholding of the Parent or (2) resulting from an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than any such solicitation for the election of one or more directors (x) by or on behalf of the then-existing board of directors or (y) approved or recommended pursuant to clause (1) above; and/or

“Charter”

means, in relation to a Collateral Vessel, any bareboat, time or consecutive voyage charter in respect of that Collateral Vessel for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months, in each case in form and substance reasonably acceptable to the Security Trustee

“Charter Assignment”

means, in relation to a Collateral Vessel, an assignment of the Charter for such Collateral Vessel, in form and substance reasonably acceptable to the Security Trustee

“Closing Date”

means the date on which the first Borrowing under this Agreement is made or to be made (as the context requires), which date is November 14, 2017

“Code”

means the United States Internal Revenue Code of 1986, as amended

“Collateral”

means the Cash Collateral Accounts, the Earnings Accounts, the Collateral Vessels, the Pledged Collateral and all of the other assets and interests in assets of each Borrower and its Subsidiaries and all other Obligors that own Collateral Vessels and the proceeds thereof, in each case, upon which, from time to time, a Lien is granted under any Transaction Security Document

“Collateral to Commitment Ratio”

means, on any date of determination, the ratio of (i) the aggregate Fleet Market Value (as most recently determined pursuant to the terms of this Agreement) to (ii) the sum of (A) the Total Outstanding Borrowings and (B) the Available Revolving Facility

“Collateral Vessel Disposition Date”

means, in respect of any Collateral Vessel, (i) the Total Loss Date with respect to such Collateral Vessel and (ii) the date of any Asset Sale with respect to such Collateral Vessel

“Collateral Vessels”

means each of the vessels listed in Schedule 11 (Collateral Vessels), any New Vessels added pursuant to Clause 31.2 (Collateral Vessel Substitution and Addition) and any other vessels approved in writing by all of the Lenders in their sole discretion; provided, that any vessel that is a Collateral Vessel will cease to be a Collateral Vessel upon a substitution for, or disposition of, such vessel in compliance with the terms of this Agreement (including, without limitation, Clause 31)

“Commitment”

means a Revolving Facility Commitment, a Swingline Commitment or a Term Facility Commitment, as applicable

“Commodity Exchange Act”

means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute

“Communications”

has the meaning given to that term in Clause 41.8.2

“Compliance Certificate”

means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance reasonably satisfactory to the Agent

“Confidential Information”

means all information received from the Parent or any of its Subsidiaries relating to the Parent, the Borrower, any other Obligor or any of their respective Subsidiaries or any of their respective businesses, other than (i) any such information that is available to the Agent, any Lender or any Issuing Bank on a non-confidential basis and (ii) information received from the Parent or any of its Subsidiaries after the Closing Date that is clearly identified in writing at the time of delivery as non-confidential

“Consolidated Adjusted EBITDA”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Consolidated Interest Expense”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Consolidated Net Income”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Controlled Account”

means a Deposit Account of an Obligor which is located in the United States, Norway, the United Kingdom or any other jurisdiction reasonably approved by the Agent (acting on the instructions of the Majority Lenders) and which is subject to a Deposit Account Control Agreement in accordance with the terms of the Security Agreement

“Credit Facilities”

means, collectively, the Revolving Facility (including, without limitation, the Swingline Facility) and the Term Facility

“Credit Facilities Indebtedness”

means the Financial Indebtedness of the Obligors under the Credit Facilities

“Curable Default”

has the meaning given to that term in Clause 28.3.1

“Cure Amount”

has the meaning given to that term in Clause 28.3.4

“Cure Period”

has the meaning given to that term in Clause 28.3.1

“Default”

means any Event of Default or any event or condition which upon notice, lapse of time or both would constitute an Event of Default as specified in Clause 30 (Events of Default)

“Defaulting Lender”

means any Lender:

which has failed to fund its participation in a Loan or has notified the Agent or any Borrower (in writing) that it will not make its participation in a Loan available by the Borrowing Date of that Loan in accordance with Clause 5.4 (Funding by Lenders) or which has failed to provide cash collateral (or has notified an Issuing Bank or the Parent (which has notified the Agent) that it will not provide cash collateral) in accordance with Clause 10 (Cash Collateral; Defaulting Lenders);

which is an Issuing Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Parent (which has notified the Agent) that it will not issue a Letter of Credit) in accordance with Clause 6.2 (Procedures for Issuance and Amendment of Letters of Credit) or which has failed to pay a claim (or has notified the Agent or the Parent (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 (Claims under a Letter of Credit); 

which has failed, within eight (8) Business Days following a written request by the Agent or any Borrower, to confirm to the Agent and Borrowers that it will comply with its prospective funding obligations hereunder;

which has otherwise repudiated or rescinded a Finance Document;

which has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Event which is continuing or (ii) become the subject of a Bail-in Action; or

which has failed to pay to the Agent, any Issuing Bank or any other Lender any amount required to be paid by it hereunder within two (2) Business Days of the date when due;

its failure to pay is caused by:

an administrative or technical error; or

a Disruption Event; and

within three (3) Business Days of failure to perform, such Lender has confirmed to the Agent and the Parent in writing that it is disputing in good faith whether it is contractually obliged to make the payment in question and specifically identifying the basis for such dispute (including, but not limited to, the Lender’s determination that one or more conditions precedent to funding has not been satisfied);

provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, repudiate, disavow or disaffirm any contracts or agreements made with such Lender

“Deposit Account”

has the meaning assigned thereto in Article 9 of the UCC and includes a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by an instrument or a negotiable certificate of deposit

“Deposit Account Control Agreement”

means an account control agreement or similar agreement, in form and substance reasonably satisfactory to the Agent, with a depositary institution maintaining any Deposit Account (other than any Excluded Account) of an Obligor pursuant to which the Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account, as such agreement may be amended or modified from time to time

“Designated Website”

has the meaning given to that term in Clause 41.7.1

“Discharged Rights and Obligations”

has the meaning given to that term in Clause 32.5.3

“Disposition Prepayment Amount”

has the meaning given to that term in Clause 14.2

“Disqualified Stock”

means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one (1) year after the Termination Date; provided, however, that only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such dates shall be deemed to be Disqualified Stock; provided, further, that any such Equity Interests (including any options, warrants or other rights in respect thereof) issued or sold as compensation and held by future, present or former directors, officers, members of management, employees or consultants of the Parent, any Borrower or any of their respective Subsidiaries or family members or relatives thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives shall not constitute Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent, any Borrower or any of their respective Subsidiaries to repurchase such Equity Interests upon the occurrence of a change of control or a sale of all or substantially all its assets will not constitute Disqualified Stock if the terms of such Equity Interest provide that the Parent, such Borrower or such Subsidiary may not repurchase or redeem any such Equity Interest pursuant to such provisions. Subject to all of the preceding provisos in this definition, the term “Disqualified Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one (1) year after the Termination Date

“Disruption Event” 

means either or both of:

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payment operations of a Party preventing that, or any other, Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents;

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted

“Distribution”

means:

any payment (including, without limitation, through loans or advances to any direct or indirect shareholders of any Obligor or any of their respective Affiliates), dividend or other distribution in relation to any of the share capital (or issued shares) of any Obligor; or

any redemption, reduction, repayment or retirement of any of the share capital (or issued shares) of any Obligor;

in each case, whether in cash or in kind and whether by actual payment or set off and, for the avoidance of doubt, repurchases in the open market by the Parent pursuant to its stock repurchase program (but excluding any purchases through a SEC Rule 10b5-1 trading plan so long as the purchaser is not a Group Member) shall constitute a Distribution

“DOC”

means a valid document of compliance issued for a Collateral Vessel by or on behalf of the Administration under paragraph 13.1 of the ISM Code

“Earnings”

means, in relation to a Collateral Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to an Obligor or the Security Trustee and which arise out of or in connection with or relate to the use or operation of that Collateral Vessel, including (but not limited to):

the following, save to the extent that any of them is, with the prior written consent of the Agent (acting on the instructions of the Majority Lenders), pooled or shared with any other person:

all freight, hire and passage moneys;

compensation payable to an Obligor or the Security Trustee in the event of requisition of that Collateral Vessel for hire;

remuneration for salvage and towage services;

demurrage and detention moneys;

damages for breach (or payments for variation or termination) of any charter party or other contract for the employment of that Collateral Vessel;

all moneys which are at any time payable under any Insurances in relation to loss of hire;

all monies which are at any time payable to an Obligor in relation to general average contribution; and

if and whenever that Collateral Vessel is employed on terms whereby any moneys falling within sub-paragraphs (i) to (vi) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Collateral Vessel

“Earnings Account”

means any Deposit Account of any Obligor in which Earnings are deposited; provided, that in no event shall an Earnings Account be held by, or in the name of, the Parent. For the avoidance of doubt, the Original Borrower’s account number 5413.05.90910 (NOK) and account number 5413.04.44280 (USD) with the Agent shall be deemed Earnings Accounts

“Earnings Account Pledge”

means an earnings account pledge made by any Obligor to the Security Trustee for the first priority pledge of any Earnings Accounts held in Norway or in England and Wales, as security for the Original Borrower’s obligations under the Finance Documents

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or clause (b) of this definition and is subject to consolidated supervision with its parent

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein and Norway

“EEA Resolution Authority”

means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution

“Effective Date Equityholders”

means the Persons listed on Schedule 17 (Effective Date Equityholders) and their respective Affiliates

“Employee Plan”

means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or section 412 of the Code or Section 302 of ERISA, and in respect of which any Obligor or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA

“Environment”

means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water)

“Environmental Claim”

means any claim, proceeding, or formal notice by any person, or any formal investigation by any Governmental Authority, in respect of any Environmental Law

“Environmental Laws”

means any applicable law or regulation which relates to:

the pollution or protection of the Environment;

the conditions of the workplace to the extent related to exposure to hazardous materials; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any Environmentally Sensitive Material

“Environmental Permits”

means any permit or other Authorization and the filing of any notification, report or assessment, in each case, required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or operated by any member of the Group

“Environmentally Sensitive Material”

means any chemical, metal, substance, waste, material, pollutant, or contaminant, regardless of quantity, the exposure to, presence of, use, storage, disposal, treatment or transportation of which is regulated under, defined by, or deemed under or by any Environmental Law to be “hazardous,” “toxic”, a “contaminant,” “waste,” a “pollutant” or words with similar meaning, or is otherwise regulated under any applicable law due to the known or suspected ability to cause harm to human health, safety or the Environment and includes petroleum and petroleum products, crude oil, oil products or any fraction or by-product thereof, polychlorinated biphenyls (“PCBs”), asbestos, asbestos-containing products, urea formaldehyde, radon, and radioactive substances.

“Equity Interests”

means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, whether voting or nonvoting, including common stock, preferred stock or any other equity security (as such term is defined in Rule 3(a) of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing, but excluding any debt security that is convertible into, or exchangeable for, any of the foregoing

“Equity Proceeds True-Up Amount”

has the meaning given to that term in Clause 31.1(b) (Sale of Collateral Vessel)

“ERISA”

means, at any date, the United States Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date

“ERISA Affiliate”

of any Obligor means any person that for purposes of Title I and Title IV of ERISA and Section 412 of the Code would be deemed at any relevant time to be a single employer with such Obligor, pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA

“ERISA Event”

means:

any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event;

the filing of a notice of intent to terminate any Employee Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041(c) of ERISA;

the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;

the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA or the filing of any request for a minimum funding waiver under Section 412 of the Code with respect to any Employee Plan or Multiemployer Plan;

an engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA;

the complete or partial withdrawal of any Obligor or any of its ERISA Affiliates from a Multiemployer Plan;

any Obligor or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under section 4007 of ERISA); and

with respect to any Foreign Plan, (i) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan, (ii) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be registered, or (iii) the failure of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the terms of such Foreign Plan

“Estate”

has the meaning given to that term in Clause 36.1.2

“EU Bail-In Legislation Schedule”

means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time

“EURIBOR”

means, in relation to any Loan in euro:

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

no Screen Rate is available for the Interest Period of that Loan; and

it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for euro and for a period equal in length to the Interest Period of that Loan; provided, that if the rate determined pursuant to the foregoing is less than 0.50%, EURIBOR shall be deemed to be 0.50%

“Event of Default”

means any event or circumstance specified as such in Clause 30 (Events of Default) that has occurred and is continuing

“Excluded Account”

means, individually or collectively (as the context requires), any Deposit Account which is (a) established, maintained and used solely for the purpose of paying payroll, payroll taxes and other compensation and benefits to employees, (b) established, maintained and used solely for the purpose of paying taxes, including sales taxes, (c) established, maintained and used solely for the purpose of serving as an escrow account or as a fiduciary or trust account in favor of a third party, (d) a zero balance Deposit Account, (e) GMA’s account number 908813285 maintained at JPMorgan Chase Bank, N.A., but only for so long as (i) the cash on deposit in such account secures the Financial Indebtedness permitted under Clause 29.15(p) and (ii) the Lien on such cash in favor of JPMorgan Chase Bank, N.A. is permitted under Clause 29.12(r), or (f) any other Deposit Account with an average daily balance for any fiscal month of less than $250,000, provided, that the average daily balance for any fiscal month of all such Deposit Accounts that may constitute Excluded Accounts pursuant to this clause (f) shall not exceed $1,000,000 in the aggregate; provided, that in no event shall any Earnings Account be deemed an Excluded Account

“Excluded Swap Obligation”

means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Clause 25.11 (Keepwell) and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Obligors) at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal in accordance with this definition

“Existing Lender”

has the meaning given to that term in Clause 32.1 (Assignments and transfers by the Lenders)

“Existing Senior Notes”

means the Indenture, dated as of March 12, 2012, between the Parent and U.S. Bank National Association, as trustee for the Parent’s 6.375% senior notes due 2022, and the senior notes issued pursuant to such Indenture

“Existing Facilities”

means, collectively, the following:

that certain Second Amended and Restated Multi-Currency Credit Facility Agreement, originally dated December 27, 2012, as amended and restated as of October 23, 2014 and as further amended and restated as of May 18, 2017, between the Original Borrower, as borrower, the banks and financial institutions party thereto from time to time as lenders, DNB Bank ASA, as arranger, and DNB Bank ASA, as agent;

that certain $300,000,000 Multicurrency Facility Agreement, dated September 26, 2014, among, inter alios, GMA, as original borrower, the Parent, as original guarantor, the financial institutions party thereto, as original lenders, and The Royal Bank of Scotland plc, as agent; and

that certain Senior Secured Super-Priority Debtor In Possession Credit Agreement, dated as of May 18, 2017, by and among the Parent, as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, the Original Borrower, as lender, and DNB Bank ASA, as the issuing bank

“Expiry Date”

means, for a Letter of Credit, the last day of its Term

“Facilities”

means, collectively, the Revolving Facility (including, without limitation, the Swingline Facility) and the Term Facility

“Facility Office”

means:

in respect of a Lender or an Issuing Bank, the office or offices notified by that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or an Issuing Bank (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes

“Factoring Agreement”

means a factoring agreement collateral to this Agreement made between the Original Borrower, GMN and the Security Trustee in accordance with Section 4-10 of the Norwegian Liens Act, as security for the Borrowers’ obligations under the Finance Documents, and a declaration of pledge collateral thereto

“Fee Letter”

means (i) the fee letter agreement, dated September 29, 2017, among the Arranger, DNB Capital LLC and the Original Borrower, (ii) the fee letter agreement, dated September 29, 2017, between Hayfin DLF II Luxco 2 S.à.r.l. (on behalf of itself and any related funds) and the Original Borrower, and (iii) any other letter or letters dated on or about the date of this Agreement between the Arranger and an Obligor (or the Agent and an Obligor or the Security Trustee and an Obligor) setting out any of the fees referred to in Clause 19 (Fees)

“Federal Funds Effective Rate”

means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to DNB Bank ASA, New York Branch on such day on such transactions as determined by the Agent; provided, further, that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement

“Finance Documents”

means this Agreement, any Joinder, any Compliance Certificate, any Promissory Note, any Fee Letter, any Hedging Agreement, any Resignation Letter, the Rederi Intercreditor Agreement, any Transaction Security Document, any Borrowing Request, any Letter of Credit Application, any Manager’s Undertaking and any other document designated as a “Finance Document” by the Agent and the Parent; provided, that where the term “Finance Document” is used in, and construed for the purposes of, this Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:

the definition of “Material Adverse Effect”;

the definition of “Transaction Security Document”;

the definition of “Secured Parties”;

the Transaction Security Documents;

Clause 1.2.1(d);

Clause 25 (Guarantee and Indemnity);

Clause 30 (Events of Default) (other than Clause  30.23 (Acceleration)); and

Clause 50 (Enforcement)

“Finance Party”

means each of the Agent, the Arranger, the Security Trustee, the Lenders, the Swingline Lenders, the Issuing Banks and any Hedge Counterparties; provided, that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:

the definition of “Secured Parties”;

Clause 1.2.1(a);

sub-clause (c) of the definition of Material Adverse Effect;

Clause 25 (Guarantee and Indemnity); and

Clause 37 (Conduct of business by the Finance Parties)

“Financial Covenant”

means a financial covenant set out in Clause 28 (Financial Covenants)

“Financial Indebtedness” or “Indebtedness”

of any Person means, on any date, without duplication:

all obligations of such Person for borrowed money;

all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

all obligations of such Person under conditional sale agreements relating to property acquired by such Person reflected as a liability on a balance sheet of such Person in accordance with GAAP (or, if no such balance sheet of such Person has been prepared as of such date, as would be reflected as a liability on such balance sheet in accordance with GAAP) (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);

all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current accounts payable and normal (for the applicable geographic market) trade credits incurred in the ordinary course of business and (ii) any earn out obligation reflected as a liability on the balance sheet of such Person (or, if no such balance sheet of such Person has been prepared as of such date, as would be reflected as a liability on such balance sheet in accordance with GAAP));

all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

all guarantees by such Person of Indebtedness of other Persons;

all Capitalized Lease Obligations of such Person;

all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty;

all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; and

all obligations of such Person under Hedging Agreements, Other Hedging Arrangements or agreements with any Person having substantially the same economic effect, after giving effect to applicable netting arrangements.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of any obligation under Hedging Agreements, Other Hedging Arrangements or agreements with any Person having substantially the same economic effect on any date shall be deemed to be the swap termination value thereof as of such date. If recourse for the Indebtedness of any Person described in clause (e) above is limited solely to the property encumbered thereby, then the amount of such Indebtedness shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby

“Financial Quarter”

means the period commencing on the day after one Quarter Date and ending on the next Quarter Date

“Financial Year”

means the annual accounting period of the Group ending on December 31 of each year

“First Currency”

has the meaning given to that term in Clause 22.1.1

“Fitch”

means Fitch Ratings, Inc. or any successor thereto

“Fleet Market Value”

means, as of any date of determination, the aggregate Appraised Value of all of the Collateral Vessels based on the most recent valuations delivered as of such date hereunder

“Fleet Report Template”

means the example vessel status report delivered to the Agent by the Parent pursuant to paragraph 6(g) of Schedule 2 (Conditions Precedent)

“Foreign Plan”

means each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not described in ERISA) that is not subject to United States law and is maintained or contributed to by any Obligor

“Foreign Subsidiary”

means a Subsidiary of Parent incorporated or formed under the laws of a jurisdiction other than any state of the United States of America or the District of Columbia

“Funds Flow Statement”

means a funds flow statement in a form approved by the Agent

“GAAP”

means those principles and practices which are recognized as such by the Financial Accounting Standards Board of the United States

“GMA”

means GulfMark Americas, Inc., a corporation incorporated under the laws of the State of Delaware, United States, with its principal place of business at 842 West Sam Houston Parkway North, Suite 400, Houston, Texas 77024, United States

“GMA Sale”

means the substantially contemporaneous sale to any Person or Persons (other than any Group Member or any other Sponsor Affiliate) of (i) 100% of the Equity Interests in GMA or all or substantially all of the assets of GMA and (ii) at the sole option of the Parent, the Collateral Vessels named the “Highland Valour” and/or the “Highland Endurance” (as described in Schedule 11 (Collateral Vessels))

“GMM”

means GulfMark Malta Limited, a company incorporated in Malta with company number C 52788 whose registered office is at 171, Old Bakery Street, Valletta, Malta

“GMN”

means GulfMark Norge AS, a company organized under the laws of Norway, with Norwegian registration number 979 278 799

“GMNS”

means GulfMark North Sea Limited, a company incorporated in England and Wales with company number 2625893 whose registered office is at c/o Peachey & Co LLP, 95 Aldwych, London WC2B 4JF, United Kingdom

“GMUK”

means GulfMark UK Ltd., a company incorporated in England and Wales with company number 02541716 whose registered office is at c/o Peachey & Co LLP, 95 Aldwych, London WC2B 4JF, United Kingdom

“GMUK Preservation Guidelines”

means the GMUK Guidelines for the Layup, Preservation and Re-Activation of Vessels, Document M122, dated June 2017, as in effect on the date hereof or as hereafter amended or modified from time to time in a manner that does not diminish the maintenance and preservation standards contained therein in any material respects

“Governmental Authority”

means the governments of the United States, Norway, the United Kingdom, Malta or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank)

“Group” or “Group Member”

means the Parent, the Original Borrower, the other Obligors and each of their respective Subsidiaries from time to time, subject to Clause 1.2.12

“Group Structure Chart”

means the Group structure chart in the agreed form

“Guarantee”

means each guarantee granted in accordance with Clause 25 (Guarantee and Indemnity)

“Guaranteed Obligations”

has the meaning given to that term in Clause 25.1.1

“Guarantor”

means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 34 (Changes to the Obligors)

“Hedge Counterparty”

means (i) any Lender or (ii) any Affiliate of any Lender which has become a Party as a Hedge Counterparty in accordance with Clause 32.8 (Accession of Hedge Counterparties) and a party to the Rederi Intercreditor Agreement as a Hedge Counterparty in accordance with clause 9.6 of the Rederi Intercreditor Agreement

“Hedging Agreement”

means, subject to paragraph 2 of Schedule 10 (Hedging Agreements), any master agreement, confirmation, schedule or other agreement in agreed form entered into or to be entered into by a Borrower and a Hedge Counterparty for the purpose of hedging interest rate risks or liabilities in relation to the facilities made available under this Agreement

“High Cost Lender”

has the meaning given to that term in Clause 18.3.1

“Honor Date”

means each date of payment by an Issuing Bank under a Letter of Credit

“Impaired Agent”

means the Agent at any time when:

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

the Agent otherwise rescinds or repudiates a Finance Document; or

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) or (c) or (d) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent or its direct or indirect parent company,

unless, in the case of paragraph (a) above:

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

payment is made within three (3) Business Days of its due date; or

within three (3) Business Days of failure to perform, the Agent has confirmed to the Parent in writing that it is disputing in good faith whether it is contractually obliged to make the payment in question and specifically identifying the basis for such dispute;

provided, that the Agent shall not be an Impaired Agent solely by virtue of the ownership or acquisition of any equity interest in the Agent or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide the Agent with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Agent (or such Governmental Authority) to reject, repudiate or repudiate any contracts or agreements made with the Agent

“Insolvency Event”

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation, or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

“Insolvency Officer”

means any liquidator, trustee in bankruptcy, judicial custodian or manager, compulsory manager, receiver, receiver and manager, administrative receiver, administrator or other similar officer, in each case, appointed in any jurisdiction

“Insurance Report”

means an insurance report prepared by BankServe Insurance Services Ltd. and dated on or around the date of this Agreement and addressed to, and/or capable of being relied upon by, the Reliance Parties

“Intercompany Facility”

means that certain Subordinated Revolving Credit Agreement, dated as of the Agreement Date, by and among GMA and the other signatories party thereto as initial borrowers, the additional borrowers from time to time party thereto, and the Original Borrower, as lender

“Intercompany Finance Documents”

means the “Loan Documents” as such term is defined in the Intercompany Facility

“Interest Period”

means, (i) in relation to a Loan (other than a Swingline Loan), each period determined in accordance with Clause 17 (Interest Periods- Loans), (ii) in relation to a Swingline Loan, each period determined in accordance with Clause 9.6 (Swingline Interest Period), and (iii) in relation to an Unpaid Sum, each period determined in accordance with Clause 16.3 (Default interest)

“Interpolated Screen Rate”

means, in relation to LIBOR, EURIBOR or NIBOR for any Loan, the rate per annum (rounded to the same number of decimal places as the Screen Rate) which results from interpolating on a linear basis between:

(a) 

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time on the Quotation Day for the currency of that Loan

“ISP”

means the International Standby Practices (ISP98) International Chamber of Commerce Publication No. 590, as the same may be amended and as in effect from time to time

“Intra-Group Loan”

means any agreement constituting Financial Indebtedness between an Obligor and any other Person in the Group, including, without limitation, the Intercompany Facility and any loans made to the Parent by its shareholders

“Investment”

means the purchase, holding or acquisition (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) of any Equity Interests, evidence of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing), any investment, loan or advance or any other interest in, any other Person, and the purchase or other acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit

“IRS”

means the United States Internal Revenue Service, or any Governmental Authority succeeding to any of its principal functions

“ISM Code”

means the International Safety Management Code 2002 regarding the safe management and operation of ships and for pollution prevention

“ISPS Code”

means the International Ship and Port Security Code as adopted by the Conference of Contracting Governments to the Safety of Life at Sea Convention 1974 on December 13, 2002 and incorporated as Chapter XI-2 of the Safety of Life at Sea Convention 1974

“ISSC”

means an International Ship Security Certificate issued under the ISPS Code

“Issuer Document”

means, with respect to any Letter of Credit issued by any Issuing Bank, the Letter of Credit Application and any other documents, agreements or instruments entered into by such Issuing Bank and the Borrower or any Subsidiary or in favor of such Issuing Bank and relating to any such Letter of Credit

“Issuing Bank”

means each Party identified above as issuing banks and any Party which has become an Issuing Bank pursuant to Clause 6.13 (Appointment of additional Issuing Banks); provided, that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.

“Joinder”

means a document substantially in the form set out in Schedule 6 (Form of Joinder)

“Joint Venture”

means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership entity

the Equity Interests in which are owned by two or more Persons that are not otherwise Affiliates, and

“Jones Act”

means the U.S. Shipping Act, 1916, as amended (46 U.S.C. § 50501)

“L/C Advance”

means, with respect to each Revolving Facility Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage

“L/C Borrowing” 

means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of a Revolving Facility Loan

“L/C Credit Extension”

means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof

“L/C Obligations”

means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Clause 1.2.10 and Clause 1.2.11. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn

“L/C Proportion”

means, in relation to a Revolving Facility Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.

“L/C Sublimit”

means the aggregate Base Currency Amount of all Letters of Credit permitted to be issued under this Agreement, being $5,000,000 at the date of this Agreement

“Legal Opinion”

means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 34 (Changes to the Obligors)

“Lender”

means:

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 32 (Changes to the Lenders),

“Letter of Credit”

a letter of credit in a form requested by a Borrower (or the Parent on its behalf) and agreed by the Issuing Bank which has agreed to issue such Letter of Credit (with a copy issued to the Agent); or

any guarantee, indemnity or other instrument in a form requested by a Borrower (or the Parent on its behalf) and agreed by the Issuing Bank which has agreed to issue such Letter of Credit (with a copy issued to the Agent)

“Letter of Credit Application”

“Letter of Credit Expiration Date”

means the day that is five (5) Business Days prior to the Termination Date

“Leverage Ratio”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“LIBOR”

means, in relation to any Loan:

no Screen Rate is available for the currency of that Loan; and

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; provided, that if the rate determined pursuant to the foregoing is less than 0.50%, LIBOR shall be deemed to be 0.50%

“LIBOR Loan”

means a Loan that bears interest based on LIBOR, EURIBOR or NIBOR

“Lien”

means, with respect to any asset:

(a)

(b)

the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; and

in the case of securities, any purchase option, call or similar right of a third party with respect to such securities

“Loan”

means any Revolving Facility Loan, including a Swingline Loan, or Term Loan

“Maintenance Cash Collateral Account”

means the US Dollar denominated blocked account of the Original Borrower, opened with the Security Trustee in its New York office named “Maintenance Cash Collateral Account” with account number 13708003, as the same may be redesignated, substituted or replaced from time to time by the Security Trustee, which account may be used by the Group Members solely to deposit funds to comply with paragraph (h) of Clause 29.21.2;

“Majority Lenders”

means Lenders having more than 66-2/3% of the sum of (i) the Total Outstanding Borrowings (including, without limitation, participation interests in outstanding Swingline Loans and L/C Obligations), and (ii) the Available Revolving Facility; provided, however, that if at any time there are two or more Lenders hereunder that are not Affiliates or Related Funds, the above percentage shall remain 66-2/3% but “Majority Lenders” shall also include at least two Lenders that are not Affiliates or Related Funds; provided, further, that the Commitments, Loans and participation interests in outstanding Swingline Loans and L/C Obligations of any Defaulting Lender shall be excluded from such calculation

“Majority Revolving Lenders”

means Revolving Facility Lenders having more than 66-2/3% of the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments have been reduced to zero, more than 66-2/3% of the sum of the outstanding principal amount of the Revolving Facility Loans, participation interests in Swingline Loans and participation interests in L/C Obligations); provided, however, that the Revolving Facility Commitments, Revolving Facility Loans and participation interests in outstanding Swingline Loans and L/C Obligations of any Defaulting Lender shall be excluded from such calculation

“Make Whole Premium”

means, in respect of any repayment or prepayment of the principal amount of any Term Loan prior to the Second Anniversary Closing Date, an amount equal to the greater of:

the excess (if any) of (i) the present value at the date of such repayment or prepayment (the “Prepayment Date”) of (A) one-hundred and two percent (102.00%) of the principal amount repaid or prepaid and (B) all required interest payments (with the applicable interest rate being deemed to equal the sum of (x) the Adjusted LIBO Rate with an Interest Period of six (6) months, as determined on the date two (2) Business Days prior to the Prepayment Date, plus (y) the applicable Margin for LIBOR Loans) due on the principal amount repaid or prepaid through the Second Anniversary Closing Date (excluding accrued but unpaid interest to the Prepayment Date), computed using a discount rate equal to the applicable Treasury Rate as of such Prepayment Date plus 50 basis points, over (ii) the principal amount repaid or prepaid

“Manager”

Any entity controlled by any Obligor or any other entity specified as the commercial and technical manager of a Collateral Vessel, in each case, that is reasonably acceptable to the Majority Lenders

“Manager’s Undertaking” 

means, in relation to a Collateral Vessel, the letter of undertaking from its Manager subordinating the rights of such Manager against that Collateral Vessel and the Obligor that owns such Collateral Vessel to the rights of the Finance Parties in form and substance reasonably acceptable to the Security Trustee

“Mandatory Borrowing”

has the meaning given to that term in Clause 9.3.2

“Margin”

means, in relation to any Loan or Unpaid Sum, 6.25% per annum for LIBOR Loans and 5.25% per annum for ABR Loans.

“Margin Stock”

has the meaning set forth in Regulation U issued by the Board of Governors of the United States Federal Reserve System

“Material Acquisition”

has the meaning given to that term in the definition of “Consolidated Adjusted EBITDA” contained in Clause 28.5 (Financial Covenant definitions)

“Material Adverse Effect”

means a material adverse effect on:

the financial condition of the Group, taken as a whole, or the ability of the Group, taken as a whole, to perform its payment and other obligations under the Finance Documents; or

the financial condition of the Obligors, taken as a whole, or the ability of the Obligors, taken as a whole, to perform their payment and other obligations under the Finance Documents; or

the validity or enforceability of, or the effectiveness or ranking of any Security or guarantee granted or purporting to be granted pursuant to, any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents

“Material Company”

means, at any time:

an Obligor; or

a member of the Group that holds shares in an Obligor; or

any member of the Group which has Consolidated Adjusted EBITDA or has gross assets, net assets or total revenue (excluding intra-group items) representing five percent (5%), or more of the gross assets, net assets or total revenue of the Group, calculated on a consolidated basis.

Compliance with the conditions set out in paragraph (c) shall be determined by reference to the most recent Compliance Certificate supplied by the Parent and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by a Responsible Officer of the Parent as representing an accurate reflection of the revised Consolidated Adjusted EBITDA, gross assets, net assets or total revenue of the Group) for purposes of determining which Subsidiaries constitute Material Companies pursuant to paragraph (c) above

“Material Disposition”

has the meaning given to that term in the definition of “Consolidated Adjusted EBITDA” contained in Clause 28.5 (Financial Covenant definitions)

“Month”

means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(subject to sub-clause (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period

“Moody’s”

means Moody’s Investors Service, Inc. or any successor thereto

“Mortgage”

means each first priority or, as the case may be, preferred mortgage or fleet mortgage, as applicable, over one or more Collateral Vessels entered into by each applicable Obligor in favor of the Security Trustee, including a declaration of pledge or deed of covenants as relevant, in form and substance reasonably satisfactory to the Security Trustee

“Multiemployer Plan”

means a “multiemployer plan” (as defined in Section (3)(37) of ERISA) contributed to for any employees of each Obligor or any of its ERISA Affiliates

“Net Cash Proceeds”

means:

in connection with any Asset Sale, Total Loss or any other Recovery Event, the proceeds thereof in the form of cash and Cash Equivalent Investments (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale, Total Loss or Recovery Event, net of reasonable attorneys’ fees, accountants’ fees, investment banking and advisor’s fees, amounts required to be applied to the repayment of Financial Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale, Total Loss or Recovery Event (other than any Lien pursuant to a Transaction Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable currently as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); and

in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of reasonable attorneys’ fees, investment banking and advisor’s fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith

“New Lender”

has the meaning given to that term in Clause 32 (Changes to the Lenders)

“New Vessels”

has the meaning given to such terms in Clause 31 (Collateral Vessel Sale, Substitution and Addition)

“New York Business Day”

means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City

“NIBOR”

means, in relation to any Loan in NOK,

the applicable Screen Rate;

(if no Screen Rate is available for the Interest Period of that Loan) the Interpolated Screen Rate for that Loan; or

if:

no Screen Rate is available for the Interest Period of that Loan; and

it is not possible to calculate an Interpolated Screen Rate for that Loan,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for NOK for a period equal in length to the Interest Period of that Loan; provided, that if the rate determined pursuant to the foregoing is less than 0.50%, NIBOR shall be deemed to be 0.50%

“NOK”

means Norwegian krone.

“Non-Defaulting Lenders”

means, at any time, each Lender that is not a Defaulting Lender at such time

“Non-Recourse Debt”

means Indebtedness: (i) as to which neither the Parent nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable or has any obligations whatsoever as a guarantor, security provider or otherwise, or (c) constitutes the lender; and (ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Acquisition Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Indebtedness under this Agreement) of the Parent or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity

“Norway”

means the Kingdom of Norway

“Obligor”

means a Borrower or a Guarantor

“Obligors’ Agent”

means the Parent, as appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent)

“Operating Leases”

means all real or personal property leases under which any Obligor or any of its Subsidiaries is bound or obligated as a lessee or sublessee and which, under GAAP, are not required to be capitalized on a balance sheet of such Obligor or Subsidiary; provided, that Operating Leases shall not include any such lease under which any Obligor is bound as the lessor or sublessor

“Optional Currency”

means, in relation to a Borrowing, sterling, euro or NOK if it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Borrowing Date for that Borrowing

“Original Budget”

means the rolling four (4) Financial Quarter cash flow projections and profit and loss statement forecast of the Parent, on a consolidated basis for the Group (to include detail of expected drawn balances under both (i) the Revolving Facility and (ii) the Intercompany Facility) for the period ending December 31, 2018, prepared by the Parent in respect of the Parent and its Subsidiaries and delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent)

“Original Financial Statements”

means:

in relation to the Parent and the Borrower, the audited consolidated income statement, balance sheet and statement of cash flows of the Parent for its Financial Year ended December 31, 2016;

the unaudited consolidated balance sheet of each of the Parent and the Borrower and the related consolidated statements of income, stockholders’ equity (deficit) and cash flows of each of the Parent and the Borrower for each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) of the Parent and the Borrower subsequent to December 31, 2016 and ended at least 45 days prior to the Closing Date; and

in relation to any other Obligor, such financial statements (if any) as may be agreed to be delivered to the Agent pursuant to Clause 34 (Changes to the Obligors)

“Original Obligor”

means the Original Borrower or an Original Guarantor

“Original Swingline Lender”

means an Original Lender listed in Part 2B of Schedule 1 (The Original Parties) as a swingline lender

“Other Hedging Arrangement”

means any interest rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit default swap or any other similar transaction (including any option with respect to any of these transactions), in each case, which is not a Hedging Agreement

“Out Of Class Vessel”

means any Vessel that (i) has failed to conduct a periodic dry-docking as required by an Approved Classification Society, and as to which no waiver, suspension or postponement by such Approved Classification Society has been granted; (ii) has an overdue survey required by an Approved Classification Society; or (iii) has outstanding overdue recommendations and/or conditions by an Approved Classification Society, which recommendations or conditions have not been waived or postponed by an Approved Classification Society; provided, that an Out of Class Vessel shall not include any Vessel (A) whose classification certificate is withdrawn or suspended by an Approved Classification Society or (B) that ceases to be classified with an Approved Classification Society for any reason

“Parent Change of Control”

has the meaning assigned to such term in the definition of “Change of Control” contained in this Clause 1.1

“Participant”

has the meaning given to that term in Clause 32.12 (Participations)

“Participant Register”

has the meaning given to that term in Clause 32.12 (Participations)

“Participating Member State”

means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union

“Party”

means a party to this Agreement

“PBGC”

means the United States Pension Benefit Guaranty Corporation, or any entity succeeding to all or any of its functions under ERISA

“Permitted Acquisition”

means any acquisition (by merger, consolidation, asset purchase or otherwise) by any Group Member of any Vessel or all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person whose only material assets are Vessels, and related contracts, working capital and inventory, and (if the Equity Interests of such Person are to be acquired) such Person does not have any material actual or contingent liabilities (an “Acquisition”), if (and only if):

no Default is continuing or would result therefrom;

the Parent and its consolidated Subsidiaries are in Pro Forma Compliance, after giving effect to such proposed Acquisition, with Clause 28 (Financial Covenants);

the Parent and its consolidated Subsidiaries shall demonstrate that, prior to and after giving effect to such Acquisition, Total Liquidity shall be equal to at least $40,000,000;

with respect to the Acquisition of a New Vessel, the New Vessel Conditions are satisfied as determined by the Majority Lenders in their reasonable discretion;

with respect to the Acquisition of any Person or any division or line of business of any Person whose only material assets are Vessels (and related contracts, working capital and inventory), either (i) such Person, division or line of business generates (or is projected to generate) cash earnings sufficient to ensure the payment in full when due of all costs and expenses incidental to the Group’s ownership and operation of such Person, division or line of business for at least 12 months following the date of such Acquisition, or (ii) the Parent and its consolidated Subsidiaries shall demonstrate that, prior to and after giving effect to such Acquisition, Total Liquidity shall be equal to at least $50,000,000;

with respect to the Acquisition of any Vessel, such Vessel has a charter with a Person who is not a Related Party of a Group Member, and containing arm’s length terms which generates (or is projected to generate) cash earnings sufficient to ensure the payment in full when due of all costs and expenses incidental to the Group’s ownership and operation of such Vessel for at least 12 months following the date of such Acquisition; provided, however, that this clause (f) shall not apply if, prior to and after giving effect to such Acquisition, Total Liquidity shall be equal to at least $50,000,000; and

(i) no proceeds of any Loan or any Letter of Credit shall be used, directly or indirectly, to finance any portion of the consideration for such Acquisition, except with the prior written consent of the Majority Lenders, and (ii) the aggregate amount of the consideration paid (whether in cash, instruments, securities or other property) for all Acquisitions during the term of this Agreement shall not exceed the sum of (A) $20,000,000 plus (B) the amount then on deposit in the Acquisition Cash Collateral Account (such sum being the “Permitted Acquisitions Basket”), except with the prior written consent of the Majority Lenders (provided, that, for the avoidance of doubt, (x) the acquisition by any Obligor of a new Vessel using Equity Interests of the Parent and/or the cash proceeds of the issuance of such Equity Interests made after the Closing Date (together with, for the avoidance of doubt, all or any portion of the then-remaining Permitted Acquisitions Basket) as the consideration therefor, is not restricted by this clause (g), and (y) like-kind exchanges of vessels that are otherwise expressly permitted under the terms of this Agreement and the other Finance Documents are not restricted by this clause (g)).

“Permitted Acquisitions Basket”

has the meaning given to that term in the definition of “Permitted Acquisitions” contained in this Clause 1.1

“Permitted Capital Expenditures”

means customary or ordinary course Capital Expenditures made by:

any Group Member that owns any Vessel for purposes of (i) scheduled or required maintenance in respect of such Vessel, or (ii) satisfying (A) customer requirements that do not change the basic function, classification or type of such Vessel, and/or (B) applicable law, or (iii) prudent operating standards or customary practices applicable to maritime vessels of the same type as the Vessels, or

any Group Member for purposes of (i) improving or maintaining information technology and other ordinary course business requirements (other than with respect to Vessels), in an amount not to exceed (A) $2,000,000 in the aggregate in any Financial Year and (B) $5,000,000 in the aggregate during the term of this Agreement (provided, that such dollar limitations shall not include any such Capital Expenditures that are made for the benefit of, and reimbursed in cash by, any Unrestricted Acquisition Subsidiaries), or (ii) relocation and transfer expenses for employees of any Group Member, in an amount not to exceed $500,000 in the aggregate in any Financial Year

“Permitted Subordinated Indebtedness”

means Financial Indebtedness of the Parent which:

provides that all interest, fees and other amounts payable in connection therewith shall not be payable other than by way of the capitalization of such amounts while the Facilities (other than contingent indemnification or expense reimbursement obligations for which a claim has not yet been asserted) are outstanding;

does not mature, and is not subject to mandatory repurchase, redemption or amortization, in each case, prior to the date that is six (6) months after the Termination Date;

is not secured, directly or indirectly, by any assets of any Obligor or any of its Subsidiaries;

is not exchangeable or convertible into Financial Indebtedness of any Obligor or any of its Subsidiaries (other than Financial Indebtedness which would qualify as “Permitted Subordinated Indebtedness” hereunder) or Disqualified Stock;

is not guaranteed by any other Group Member; and

is expressly subordinated to the obligations owed to the Finance Parties under the Finance Documents pursuant to a subordination agreement in form and substance reasonably satisfactory to the Agent and to the Majority Lenders

“Permitted Vessel Security”

mechanics’, materialmen’s, landlords’, supplier’s and repairmen’s and similar Liens imposed by law or pursuant to customary retentions of title, arising in the ordinary course of business and not as a result of any default or omission by the relevant member of the Group, and securing obligations not more than 30 days overdue;

Liens on Collateral Vessels created or to be created hereunder in favor of the Security Trustee;

Liens imposed by law for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Collateral Vessel, the master of the Collateral Vessel or a charterer or lessee of such Collateral Vessel, if any such Lien is being contested in good faith and by appropriate proceedings diligently conducted or other acts by an Obligor and such Obligor shall have set aside on its books adequate reserves with respect to such Lien (to the extent required by GAAP) and so long as such deferment in payment shall not subject the Collateral Vessel to sale, forfeiture or loss;

Liens imposed by law for damages arising from maritime torts which are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of an Obligor with the appropriate court or other tribunal to prevent the arrest or secure the release of the Collateral Vessel from arrest, provided, that any such Lien is being contested in good faith and by appropriate proceedings or other acts by an Obligor, and such Obligor shall have set aside on its books adequate reserves with respect to such Lien (to the extent required by GAAP) and so long as such deferment in payment shall not subject the Collateral Vessel to sale, forfeiture or loss;

Liens existing on the date hereof and described in Schedule 16 (Existing Liens)

“Platform”

means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system

“Pledged Collateral”

has the meaning given to that term in each Share Security except in respect of GMUK and GMNS where such term means the Secured Assets (as defined in the Share Security relating to such Obligors)

“Pre-Approved Classification Society”

means the American Bureau of Shipping and DNV GL

“Prepayment Date”

has the meaning given to that term in the definition of “Make Whole Premium” contained in this Clause 1.1

“Prepayment Event”

has the meaning given to that term in Clause 15.7.1

“Prepayment Premium”

has the meaning given to that term in Clause 15.7.1

“Prime Rate”

means the rate of interest quoted in The Wall Street Journal, Money Rates Section as the U.S. prime rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer.  The Lenders may make commercial loans or other loans at rates of interest at, above or below the Prime Rate

“Pro Forma Compliance”

means, with respect to any event, that the applicable Obligor is in pro forma compliance with each of the financial covenants set forth in Clause 28.1 (Financial covenants) hereof, recomputed as if the event with respect to which Pro Forma Compliance is being tested had occurred on the first day of each relevant period with respect to which current compliance with any such financial covenant would be determined (for example, in the case of any such financial covenant based on Consolidated Adjusted EBITDA, as if such event had occurred on the first day of the four fiscal quarter period ending on the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Clause 27.1 (Financial statements) hereof). Pro forma calculations made pursuant to this definition that require the calculation of Consolidated Adjusted EBITDA on a pro forma basis will be made in accordance with the last paragraph of the definition of such term, except that, when testing Pro Forma Compliance with respect to any acquisition or disposition, references to Material Acquisition and Material Disposition in such last paragraph will be deemed to include such acquisition and disposition

“Projections”

has the meaning given to that term in Clause 26.11.1

“Promissory Note”

means a promissory note delivered to each Lender by the Original Borrower as a condition precedent to the Closing Date or any other additional, substitute or replacement promissory note delivered by a Borrower under this Agreement

“Qualified ECP Guarantor”

means, in respect of any Swap Obligation, each Obligor that constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act

“Quarter Date”

means each March 31, June 30, September 30 and December 31, the first such Quarter Date being December 31, 2017

“Quarterly Forecast”

has the meaning given to that term in Clause 27.13.1

“Quotation Day”

means, in relation to any period for which an interest rate is to be determined:

(if the currency is sterling) the first day of that period;

(if the currency is euro) two (2) TARGET Days before the first day of that period; or

“Recovery Event”

means any settlement of or payment in respect of any Collateral Vessel damage, any casualty insurance claim relating to any Collateral Vessel, or any condemnation proceeding relating to any Collateral Vessel

“Rederi Intercreditor Agreement”

means the Intercreditor and Subordination Agreement substantially in the form of Schedule 14 hereto, dated as of the Agreement Date, by and among, inter alios, the Agent and each of the Group Members

“Reference Bank”

means, in relation to LIBOR, EURIBOR or NIBOR, the principal London office of DNB Bank ASA

means the rate (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Bank:

(a)

in relation to LIBOR, as the rate at which the Reference Bank could borrow funds in the London interbank market;

in relation to EURIBOR, as the rate at which the Reference Bank could borrow funds in the European interbank market; or

in relation to NIBOR, as the rate at which the Reference Bank could borrow funds in the Norwegian interbank market,

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period

“Reference Bank Quotation”

means any quotation supplied to the Agent by the Reference Bank

“Reference Period”

has the meaning given to that term in the definition of “Consolidated Adjusted EBITDA” contained in Clause 28.5 (Financial Covenant definitions)

“Register”

has the meaning given to that term in Clause 32.11 (Register)

“Related Fund”

in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund

“Related Parties”

means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, attorneys, accountants, advisors and representatives of such Person and of such Person’s Affiliates

“Relevant Interbank Market”

means:

in relation to euro, the European interbank market;

in relation to NOK, the Norwegian interbank market;

in relation to sterling and US Dollars, the London interbank market;

in relation to any other currency, the London interbank market

“Relevant Jurisdiction”

its jurisdiction of incorporation;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it

“Relevant Obligations”

has the meaning given to that term in Clause 32.6.3

“Relevant Period”

means, subject to Clause 28.1.6(b), each period of twelve months ending on or about the last day of each Financial Quarter

“Reliance Parties”

means the Agent, the Arranger, the Security Trustee, each Issuing Bank, each Hedge Counterparty, each Original Lender and each person which becomes a Lender on the date of this Agreement

“Reorganization Plan”

means the Amended Chapter 11 Plan of Reorganization Of GulfMark Offshore, Inc., attached as Exhibit A (Docket No. 328-1) to the Reorganization Plan Confirmation Order

“Reorganization Plan Confirmation Order”

means the Bankruptcy Court’s order confirming the Reorganization Plan entered on October 4, 2017 as Docket No. 328, in the Bankruptcy Proceeding, which order, inter alia, authorized and approved the Parent’s entry into and performance under this Agreement

“Replacement Lender”

has the meaning given to that term in Clause 45.3.1

“Required Lenders”

means Lenders having more than 66-2/3% of the sum of (i) the Total Outstanding Borrowings (including, without limitation, participation interests in outstanding Swingline Loans and L/C Obligations), and (ii) the Available Revolving Facility; provided, however, that the Commitments, Loans and participation interests in outstanding Swingline Loans and L/C Obligations of any Defaulting Lender shall be excluded from such calculation

“Restricted Person”

means a Person that is (i) listed on, or directly or indirectly owned or controlled by, or acting on behalf of, at the direction or for the benefit of, a Person listed on any Sanctions List or targeted by Sanctions (whether designated by name or by reason of being included in a class of person); (ii) domiciled or ordinarily resident in, incorporated under the laws of, or directly or indirectly owned or controlled by, or acting on behalf of, at the direction or for the benefit of, a Person domiciled or ordinarily resident in or organized under the laws of, a country or territory that is the target of comprehensive, country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (whether designated by name or by reason of being included in a class of persons). For the purposes of this definition, “owned” or “controlled” shall be interpreted in accordance with the guidance, from time to time, of the Sanctions Authorities

“Restricted Subsidiary”

means any Subsidiary of the Parent that is not an Unrestricted Acquisition Subsidiary. Each of the Obligors shall at all times be deemed to be a Restricted Subsidiary

“Resignation Effective Date”

has the meaning given to that term in Clause 35.12.2

“Resignation Letter”

means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter)

“Responsible Officer”

means the chief executive officer, president or chief financial officer of a Guarantor or a Borrower, as applicable

“Retiring Guarantor”

has the meaning given to that term in Clause 25.9 (Release of Guarantors’ right of contribution)

“Retiring Obligor”

has the meaning given to that term in Clause 25.11.4

“Revolving Facility”

means the revolving loan and letter of credit facility made available under this Agreement as described in Clauses 2.1.2, 2.1.3 and 6.1 (The Letter of Credit Commitment)

“Revolving Facility Commitment”

means:

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Revolving Facility Commitment” in Part 2A of Schedule 1 (The Original Parties) and the amount of any other Revolving Facility Commitment transferred to it under this Agreement; and

in each case, to the extent not cancelled or reduced (including, without limitation, automatic reductions under Clause 2.2 (Automatic Commitment Reductions), voluntary reductions under Clause 13.3 (Voluntary cancellation) and mandatory reductions under Clause 14 (Mandatory Prepayment)) or transferred by it under this Agreement

“Revolving Facility Lender”

means any Lender with (i) a Revolving Facility Commitment or (ii) if the Revolving Facility Commitments have terminated, a Revolving Facility Loan or a participation interest in any Letter of Credit, any Swingline Loan or any Unreimbursed Amount

“Revolving Facility Loan”

means a loan made or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan

“S&P”

means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., or any successor thereto

“Sanctions”

means any trade, financial or economic sanctions laws, regulations, embargoes, orders or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union and the member states of the European Union; (iv) the United Kingdom; (v) Norway; or (vi) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (together “Sanctions Authorities”)

“Sanctions Authorities”

has the meaning given to such term in the definition of “Sanctions” contained in this Clause 1.1

“Sanctions List”

means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar or equivalent published list or Sanctions designation or target listed, issued, maintained, adopted or made public by any of the Sanctions Authorities, as the same may be amended, supplemented or substituted from time to time.

“Screen Rate”

means:

in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate);

in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

in relation to NIBOR, the Norwegian offered quotation for deposits in NOK administered by Thomson Reuters (or any other person which takes over the administration of that rate) for the relevant period displayed on page NIBR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

or in each case, on any successor or substitute page on such screen which displays that rate or, if such rate does not appear on such page or screen, on the appropriate page of such other information service which publishes that rate from time to time as selected by the Agent in its reasonable discretion after consultation with the Parent, provided that, if any such rate is not available at such time for any reason (including if the Agent reasonably determines that LIBOR has been discontinued), then LIBOR, EURIBOR or NIBOR for the applicable Interest Period shall be a comparable or successor rate selected by the Agent, with the consent of the Majority Lenders, after consultation with the Parent.

“SEC”

means the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions

“Second Anniversary Closing Date”

means November 14, 2019

“Second Currency”

has the meaning given to that term in Clause 22.1.1

“Secured Parties”

means each Finance Party from time to time party to this Agreement or any other Finance Document

“Security”

means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

“Security Agreement”

means each security agreement executed and delivered to the Security Trustee or Agent by one or more Obligors, dated as of the Agreement Date, and any other security agreement executed on or after the Closing Date by any Obligor in favor of the Security Trustee or Agent, as the same may from time to time be amended, amended and restated, supplemented or otherwise modified

“Semi-Annual Date”

has the meaning given to that term in Clause 2.2.1

“Senior Management”

means, with respect to any Person, the chairman of the board of directors, the president, the chief executive officer, the chief financial officer, the chief accounting officer or the general counsel of such Person

“Shareholders Equity”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Share Security”

means, in respect of each Obligor (other than the Parent), a document creating Security in favor of the Security Trustee over the Equity Interests of such Obligor and related assets as security for the Obligors’ obligations under the Finance Documents

“Shipping Documents”

means each Mortgage and exhibit or schedule with respect thereto and the other documents listed in paragraph 6 of Schedule 2 (Conditions Precedent)

“Significant Subsidiary”

has the meaning given to that term in Regulation S-X of the Securities Act of 1933, as amended

“SMC”

means a valid safety management certificate issued for a Collateral Vessel by or on behalf of the Administration under paragraph 13.7 of the ISM Code

“Specified Time”

means a time determined in accordance with Schedule 9 (Timetables)

“Sponsor Affiliate”

means the Parent, each of its Affiliates, any trust of which the Parent or any of its Affiliates is a trustee, any partnership of which the Parent or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Parent or any of its Affiliates

“Spot Rate of Exchange”

means:

in relation to the Agent, its spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day;

in relation to an Issuing Bank, its spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day

“Statutory Reserve Rate”

means, at any time, for any LIBOR Loan, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D of the Board) under regulations issued from time to time by the Board or other applicable banking regulator. Without limiting the effect of the foregoing, the Statutory Reserve Rate shall reflect any other reserves required to be maintained by member banks of the Federal Reserve System with respect to (i) any category of liabilities which includes deposits by reference to which the applicable LIBOR Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include LIBOR Loans. A LIBOR Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on LIBOR Loans shall be adjusted automatically on and as of the effective date of any change in the Statutory Reserve Rate

“Subsidiary”

means, with respect to any Person at any date, subject to Clause 1.2.12, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the Parent in the Parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other Person (a) of which securities or other ownership interest representing more than 50% of the equity and more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise controlled by the Parent or one or more Subsidiaries of the Parent or by the Parent and one or more Subsidiaries of the Parent. “Subsidiaries” shall be construed accordingly

“Subsidiary Change of Control”

has the meaning assigned to such term in the definition of “Change of Control” contained in this Clause 1.1

“Sum”

has the meaning given to that term in Clause 22.1.1

“Swap Obligation”

means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act

“Swingline Commitment”

means:

in relation to an Original Swingline Lender, the amount in the Base Currency set opposite its name under the heading “Swingline Commitment” in Part 2C of Schedule 1 (The Original Parties) and the amount of any other Swingline Commitment transferred to it under this Agreement; and

“Swingline Facility”

means the swingline loan facility made available under this Agreement as described in Clause 9 (Swingline Loans). For the avoidance of doubt, the Swingline Facility is a sub-facility of the Revolving Facility

“Swingline Lender”

means:

an Original Swingline Lender; or

“Swingline Loan”

means a loan made or to be made under the Swingline Facility or the principal amount outstanding for the time being of that loan

“Swingline Sublimit”

means the aggregate of the Swingline Commitments being $12,500,000 at the date of this Agreement

“TARGET2”

means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007

“TARGET Day”

means any day on which TARGET2 is open for the settlement of payments in euro

“Tax”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto

“Term”

means each period determined under this Agreement for which an Issuing Bank is under a liability under a Letter of Credit

“Term Facility”

means the term loan facility made available under this Agreement as described in Clause 2.1.1

“Term Facility Commitment”

means:

in relation to a Term Lender, the amount in the Base Currency set opposite its name under the heading “Term Facility Commitment” in Part 2B of Schedule 1 (The Original Parties) and the amount of any other Term Facility Commitment transferred to it under this Agreement, and

“Termination Date”

means the date falling five (5) years from the date of this Agreement

“Term Lender”

means any Lender with a Term Facility Commitment or a Term Loan

“Term Loan”

means a loan made or to be made under the Term Facility or the principal amount outstanding for the time being of that loan

“Third Anniversary Closing Date”

means November 14, 2020

“Third Party Disposal”

has the meaning given to that term in Clause 34.3.1

“Total Indebtedness”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Total Liquidity”

has the meaning given to that term in Clause 28.5 (Financial Covenant definitions)

“Total Loss”

means, in relation to any Collateral Vessel:

the actual, constructive, compromised, agreed, arranged or other total loss of such Collateral Vessel;

any expropriation, confiscation, requisition or acquisition of such Collateral Vessel, whether for full consideration, a consideration less than its Appraised Value, a nominal consideration or without any consideration, which is effected by any Governmental Authority or official authority or by any Person or Persons claiming to be or to represent a Governmental Authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to extension) unless it is within one (1) month from the Total Loss Date redelivered to the full control of any Obligor; or

any arrest, capture, seizure or detention of such Collateral Vessel (including any hijacking or theft) unless it is within one (1) month from the Total Loss Date redelivered to the full control of any Obligor

“Total Loss Date”

means:

in the case of an actual loss of any Collateral Vessel, the date on which it occurred or, if that is unknown, the date when such Collateral Vessel was last heard of;

in the case of a constructive, compromised, agreed or arranged total loss of any Collateral Vessel, the earlier of: (i) the date on which a notice of abandonment is given to the insurers (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, the date at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration panel to have occurred or, if earlier, the date falling six (6) months after notice of abandonment of such Collateral Vessel was given to the insurers; and (ii) the date of compromise, arrangement or agreement made by or on behalf of any Obligor with such Collateral Vessel’s insurers in which the insurers agree to treat such Collateral Vessel as a total loss; or

in the case of any other type of Total Loss, on the date (or the most likely date) on which it appears to the Agent, in its good faith judgment, that the event constituting the Total Loss occurred

“Total Outstanding Borrowings”

means, as of any date of determination, the aggregate amount of (A) the outstanding principal amount of Loans as of such date of determination; and (B) the L/C Obligations as of such date of determination

“Total Revolving Facility Commitments”

means the aggregate of the Revolving Facility Commitments, being $25,000,000 as of the Agreement Date

“Total Term Facility Commitments”

means the aggregate of the Term Facility Commitments, being $100,000,000 as of the Agreement Date

“Transaction Security”

means the Security created or expressed to be created in favor of the Security Trustee pursuant to the Transaction Security Documents

“Transaction Security Documents”

means each of the documents listed as being a Transaction Security Document in paragraph 3(c) of Schedule 2 (Conditions Precedent), and any additional security document required to be delivered to the Agent or the Security Trustee hereunder, including, without limitation, under Clauses 34.2 (Additional Borrowers) and 34.4 (Additional Guarantors), together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents

“Transfer Certificate”

means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Parent

“Transfer Date”

means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Parent

“Treasury Rate”

means, as of any Prepayment Date, the yield to maturity as of such Prepayment Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two (2) Business Days prior to the Prepayment Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Prepayment Date to the Second Anniversary Closing Date; provided, however, that if the period from the Prepayment Date to the Second Anniversary Closing Date is less than one (1) year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one (1) year shall be used

“Type”

means, with respect to a Loan, its character as an ABR Loan or a LIBOR Loan

“UCC”

means the Uniform Commercial Code as from time to time in effect in the State of New York, or, if the Uniform Commercial Code in any other State of the United States is mandatorily applicable with respect to any particular matter, the Uniform Commercial Code as from time to time in effect in such other State of the United States

“UCP”

means the Uniform Customs and Practice for Documentary Credits, 2007 revision, International Chamber of Commerce Publication No. 600, as the same may be amended and in effect from time to time

“United States” or “US”

means the United States of America

“Unpaid Sum”

means any sum due and payable but unpaid by an Obligor under the Finance Documents

“Unreimbursed Amount”

has the meaning given to that term in Clause 6.3.1

“Unrestricted Acquisition Subsidiary”

means a bankruptcy-remote, newly incorporated, special purpose, Wholly Owned Subsidiary of the Parent (other than an Obligor or a direct or indirect parent company of an Obligor) that is formed or acquired after the Closing Date by the Parent or a Subsidiary of the Parent (other than (a) a Borrower or any of its Subsidiaries and (b) an Obligor that owns a Collateral Vessel) whose only material assets from time to time may be vessels (and related contracts, working capital and inventory) that are not (x) Collateral Vessels or (y) any other Vessels that were owned by any other Group Member at any time (unless in the case of this clause (y), (1) such Vessel is not a Collateral Vessel, (2) each such Vessel is purchased by such Unrestricted Acquisition Subsidiary (on an arm’s length basis and customary terms for such types of sales) solely with cash, which purchase price is payable in full on the date of completion of such purchase, (3) such purchase price is not less than the highest valuation provided by at least two Approved Brokers reasonably chosen by the Majority Lenders and (4) the Net Cash Proceeds of each such sale are applied on the date of completion of such sale as a mandatory prepayment of the Term Loans, including payment of any applicable Make Whole Premium or Prepayment Premium) and is designated by the Parent in writing to the Agent as an Unrestricted Acquisition Subsidiary at the time it becomes a Subsidiary of the Parent, but only to the extent that such Subsidiary:

has no Financial Indebtedness other than Non-Recourse Debt;

is not a party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary unless (A) the terms of any such agreement, contract, arrangement or understanding are management, administrative, personnel and advisory services on arm’s length terms and no less favorable to the Parent or such Restricted Subsidiary that those that might be obtained at the time from Persons who are not Affiliates of the Parent and (B) any amounts payable by such Subsidiary pursuant to any such agreement, contract, arrangement or understanding (including, without limitation, fees for management and administrative services, allocation of overhead and similar intercompany services) are paid in cash by such Subsidiary no less frequently than quarterly;

is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation owed to, or otherwise with respect to, such Subsidiary (except as set forth in clause (ii) above), including, without limitation, (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

does not guarantee, secure or otherwise directly or indirectly provide credit support for any Financial Indebtedness of the Parent or any of its Restricted Subsidiaries; and

does not at any time own (directly or indirectly, in whole or in part) any Equity Interests or other Investments in any Restricted Subsidiary

“US Dollar” or “$”

means the lawful currency of the United States

“Valuation Delivery Date”

has the meaning given to that term in Clause 29.24.1

“Vessel”

means any Collateral Vessel or other similar vessel owned by any Group Member

“Vessel Cash Collateral Account”

means the US Dollar denominated blocked account of the Original Borrower, opened with the Security Trustee in its New York office named “Vessel Cash Collateral Account” with account number 13708002, as the same may be redesignated, substituted or replaced from time to time by the Security Trustee

“Vessel Insurances”

in relation to a Collateral Vessel, means all policies and contracts of insurance (including but not limited to hull and machinery, all entries in protection and indemnity or war risks associations) which are from time to time taken out or entered into in respect of or in connection with that Collateral Vessel or her increased value and (where the context permits) all benefits thereof, including all claims of any nature and rights to returns of premium and any rights in relation to any claim whether or not the relevant policy, contract, insurance or entry has expired on or before the date of this Agreement 

“Website Lenders”

has the meaning given to that term in Clause 41.7.1

“Weighted Average Life”

means, when applied to any Financial Indebtedness at any date, the number of years obtained by dividing:

the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

the then outstanding principal amount of such Financial Indebtedness

“Wholly Owned Subsidiary”

means with respect to any Person, any other Person 100% of whose Equity Interests are at the time owned by such Person directly or indirectly through other Persons 100% of whose Equity Interests (excluding directors’ qualifying shares) are at the time owned, directly or indirectly, by such Person

“Write-Down and Conversion Powers”

means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule

1.2

Construction

1.2.1

Unless a contrary indication appears, a reference in this Agreement to:

(a)

the “Agent”, an “Arranger”, any “Finance Party”, any “Hedge Counterparty”, any “Lender”, any “Issuing Bank”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Trustee” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Trustee, any person for the time being appointed as Security Trustee or Security Trustees in accordance with the Finance Documents;

(b)

a document in “agreed form” is a document which is agreed in writing by or on behalf of the Parent and the Agent;

(c)

“assets” includes present and future properties, revenues and rights of every description;

(d)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(e)

“guarantee” means (other than in Clause 25 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(f)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(g)

an “Interest Period” includes each period determined under this Agreement by reference to which interest on a Loan is calculated;

(h)

a “Lender” includes a Swingline Lender unless the context otherwise requires;

(i)

“Person” or “person” means a firm, corporation, partnership (limited or general), limited liability company, business association, natural person, sole proprietorship, joint venture, unincorporated organization, association, institution, public benefit corporation, trust or other entity of any kind, whether similar or dissimilar to any of the foregoing, and any Governmental Authority;

(j)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization;

(k)

a provision of law is a reference to that provision as amended or re-enacted;

(l)

a time of day is a reference to New York time; and

(m)

a “lease” includes a vessel charter.

1.2.2

Section, Clause and Schedule headings are for ease of reference only.

1.2.3

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.2.4

A Borrower providing “cash cover” for a Letter of Credit means a Borrower paying an amount in the currency of the Letter of Credit to an account in the name of such Borrower and the following conditions being met:

(a)

the account is with the Issuing Bank for which that cash cover is to be provided;

(b)

until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit; and

(c)

such Borrower has executed a security document over that account, in form and substance reasonably satisfactory to the Finance Party with which that account is held, creating a first ranking security interest over that account.

1.2.5

In this Agreement, reference to any legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing in or of the United States is deemed, in respect of any jurisdiction other than the United States, to include that which most approximates in that jurisdiction to the legal term in the United States.

1.2.6

A Borrower “repaying” or “prepaying” a Letter of Credit means:

(a)

that Borrower providing cash cover for that Letter of Credit;

(b)

the maximum amount payable under that Letter of Credit being reduced or cancelled in accordance with its terms; or

(c)

the applicable Issuing Bank being satisfied that it has no further liability under that Letter of Credit,

1.2.7

An amount borrowed includes any amount utilized by way of Letter of Credit.

1.2.8

A Lender funding its portion of a Borrowing includes a Lender participating in a Letter of Credit or a Swingline Loan.

1.2.9

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.

1.2.10

An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be drawn by the relevant beneficiary in respect of that Letter of Credit at that time.

1.2.11

A Borrower’s obligation on Borrowings becoming “due and payable” includes such Borrower repaying any Letter of Credit in accordance with paragraph 1.2.6 above.

1.2.12

All references to the Group, a Group Member or Subsidiary of the Parent in Clause 26 (Representations) (other than Clauses 26.12.3, 26.12.5, 26.15 (Environmental laws), 26.21 (Group Structure Chart), 26.26 (Anti-corruption laws), and 26.27 (Sanctions and Anti-Money Laundering Laws)), Clause 28 (Financial Covenants) and Clause 29 (Covenants) (other than Clauses 29.2 (Compliance with laws), 29.3 (Environmental compliance and Environmental Claims), 29.5 (Taxation), 29.26 (Sanctions), 29.27 (Anti-corruption law), and 29.31 (Transactions with Affiliates)), and any defined terms used therein, shall be deemed to exclude all Unrestricted Acquisition Subsidiaries.

1.3

Third party rights

1.3.1

The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Obligors and the Finance Parties with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement or any of the other Finance Documents.

1.3.2