exv10w1






Exhibit 10.1





     FIRST SUPPLEMENTAL INDENTURE, dated as of February 24, 2010
(this “First Supplemental Indenture”), by and between GulfMark
Offshore, Inc. (formerly known as New GulfMark Offshore, Inc.), a Delaware
corporation formed on October 13, 2009 (“New GulfMark”) and U.S.
Bank National Association, as trustee (the “Trustee”).



          WHEREAS, GulfMark Offshore, Inc., a Delaware corporation formed on December 4, 1996 (“Old
GulfMark”) and the Trustee are parties to an indenture dated as of July 21, 2004 (as amended,
the “Indenture”), providing for the issuance of an aggregate principal amount of
$160,000,000 of Old GulfMark’s 7-3/4% Senior Notes Due 2014 (the “Notes”);



          WHEREAS, pursuant to the Agreement and Plan of Reorganization, dated as of October 14, 2009,
between New GulfMark and Old GulfMark, Old GulfMark merged with and into New GulfMark on February
24, 2010, with New GulfMark as the surviving corporation (such transaction, the
“Reorganization”);



          WHEREAS, at the effective time of the Reorganization, New GulfMark changed its name from “New
GulfMark Offshore, Inc.” to “GulfMark Offshore, Inc.”.



          WHEREAS, pursuant to Section 5.01 of the Indenture, as a condition to certain permitted
mergers of Old GulfMark, including the Reorganization, the entity or Person formed by or surviving
such consolidation or merger (if other than Old GulfMark) is required to assume all of the
obligations of Old GulfMark under the Notes and the Indenture pursuant to a supplemental indenture
in form reasonably satisfactory to the Trustee;



          WHEREAS, Section 5.02 of the Indenture provides that upon any merger of Old GulfMark in
accordance with Section 5.01 of the Indenture, the successor corporation with which Old GulfMark is
merged shall succeed to, and be substituted for (so that from and after the date of such merger,
the provisions of the Indenture referring to the “Company” shall refer instead to the successor
corporation and not Old GulfMark), and may exercise every right and power of Old GulfMark under the
Indenture with the same effect as if such successor Person had been named as Old GulfMark therein;



          WHEREAS, pursuant to Section 9.01(c) of the Indenture, the Trustee is authorized to execute
and deliver this First Supplemental Indenture without the consent of the Holders of the Notes;



          WHEREAS, all conditions precedent to the execution and delivery of this First Supplemental
Indenture pursuant to the terms of the Indenture have been satisfied;



          NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:



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ARTICLE I




DEFINITIONS



          SECTION 1.01. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



ARTICLE II




ASSUMPTION BY NEW GULFMARK



          SECTION 2.01. Assumption of the Notes. New GulfMark hereby assumes all of Old
GulfMark’s obligations under the Notes and the Indenture.



          SECTION 2.02. New GulfMark as Successor Corporation. New GulfMark hereby succeeds to,
and is substituted for Old GulfMark (so that from and after the date hereof the provisions of the
Indenture referring to the “Company” shall refer instead to New GulfMark and not Old GulfMark), and
may exercise every right and power of Old GulfMark under the Indenture with the same effect as if
New GulfMark had been named as the “Company” therein.



ARTICLE III




MISCELLANEOUS



          SECTION 3.01. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed
and all the terms, conditions and provisions thereof shall remain in full force and effect. This
First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby. This First
Supplemental Indenture is an indenture supplemental to the Indenture and this First Supplemental
Indenture and the Indenture shall henceforth be read and construed together.



          SECTION 3.02. Notices. For purposes of Section 12.02 of the Indenture, the address
for notices to New GulfMark shall be:


GulfMark Offshore, Inc.

10111 Richmond Avenue

Suite 340

Houston, Texas 77042




          SECTION 3.03. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF, SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST
SUPPLEMENT INDENTURE.



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          SECTION 3.04. Severability. In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



          SECTION 3.05. Counterpart Originals. The parties may sign any number of copies of
this First Supplemental Indenture. Each signed copy shall be an original, but all of them together
shall represent the same agreement.



          SECTION 3.06. Effect of Headings. The Headings of the Articles and Sections of this
First Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this First Supplemental Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.



          SECTION 3.07. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by New
GulfMark.



          SECTION 3.08. The Trust Indenture Act. If, and to the extent, that any provision of
this First Supplemental Indenture limits, qualifies or conflicts with another provision included in
this First Supplemental Indenture or in the Indenture, which is required to be included in this
First Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended (the
“TIA”), such required provision of the TIA shall control.



[signature page follows]



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          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, all as of the date first above written.



	 	 	 	 	 
	 	GULFMARK OFFSHORE, INC.

 	 
	 
	 	By:  	/s/ Quintin V. Kneen
 	 
	 	 	Name:  	Quintin V. Kneen 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as
 Trustee

 	 
	 
	 	By:  	/s/
Susan C. Merker	 
	 	 	Name:  	Susan C. Merker	 
	 	 	Title:  	Vice President	 
	 



[signature
page to First Supplemental Indenture]