exv10w1



 






Exhibit 10.1









	 	 	 
	To:

	 	Gulf Offshore N.S. Limited
	

	 	184-192 Market Street
	

	 	Aberdeen AB11 5PQ
	

	 	Scotland
	 
	 	 
	

	 	GulfMark Rederi AS
	

	 	(formerly known as GulfMark Norge AS)
	

	 	Strandgaten 5
	

	 	Sandnes, Norway
	 
	 	 
	

	 	GulfMark Offshore, Inc.
	

	 	10111 Richmond Avenue
	

	 	Suite 340
	

	 	Houston, Texas 77042
	

	 	USA






March 22, 2005



Gentlemen,



US $100,000,000 million Senior Secured Reducing Revolving Multi-Currency Credit Facility dated
26 June 2002 (as amended)





	1  	We refer to:






	 	(a)  	the facility agreement (the “Facility Agreement”) dated 26 June 2002 made between (1)
Gulf Offshore N.S. Limited, GulfMark Rederi AS (formerly known as GulfMark Norge AS) and
GulfMark Offshore, Inc (the “Borrowers”), (2) GulfMark Offshore, Inc. (the “Guarantor”),
(3) Nordea Bank Norge ASA (“Nordea”) and The Royal Bank of Scotland plc (“RBS”) (the
“Arrangers”), (4) The banks and financial institutions whose names and addresses are set
out in Schedule 1 of the Agreement as the Lenders (the “Lenders”), (5) Nordea (as
“Facility Agent” and “Security Trustee”) and (6) Danish Ship Finance (as “Co-Arranger”)
(the “Facility Agreement”) as amended by a letter dated 17 November 2004; and
	 
	 	(b)  	the letter dated 22 January 2005 from the Guarantor to the Facility Agent requesting that
certain amendments be made to the Facility Agreement (the
“Amendment Request Letter”).






	2  	Unless the context otherwise requires, words and expressions used in this letter shall have
the meaning given to them in the Facility Agreement.
	 
	3  	In consideration of the payment by the Borrowers and/or the Guarantor on their behalf (as the
case may be) of a fee of $1 for each Lender (the receipt and adequacy of which is hereby
acknowledged), we can confirm that with effect from the Effective Date the Lenders have





 









 






agreed that clause 10.4(a)(i)(A) to the Facility Agreement shall be deleted in its entirety
and the following clause inserted in its place:




"(A) the hull and machinery against fire and usual marine risks (including
excess risks) and, subject to clause 10.4(a)(xv), war risks, on an agreed value
basis, in such amounts (but not in any event less than, in the case of each
Mortgaged Vessel, the higher of (1) one hundred and twenty five per cent
(125%) of the Relevant Insured Amount for such Mortgaged Vessel and (2) eighty
five percent (85%) of its market value as most recently determined in accordance
with clause 10.2(b) prior to the commencement of the period of the relevant
policy provided that the hull and machinery against fire and usual marine risks
(excluding excess risks) shall at all times be at least one hundred percent
(100%) of the Relevant Insured Amount) and upon such terms as shall from time to
time be approved in writing by the Security Trustee; and”.




	4  	The amendments to the Facility Agreement set out in paragraph 3 of this letter shall only
become effective upon the date (the “Effective Date”) on which this letter has been returned
duly executed by each of the Borrowers and the Guarantor by a duly authorised officer or
officers whereupon the Facility Agreement shall be amended and shall continue in full force
and effect save as amended by this letter.
	 
	5  	This letter shall be governed by English Law





	 	 	 
	

	 	





We acknowledge receipt of this letter and confirm our agreement to its terms and conditions




	 	 	 
	

	 	 
	For and on behalf of
	 	 
	GULF
OFFSHORE N.S. LIMITED
	 	 
	(As a Borrower)
	 	 






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	For and on behalf of
	 	 
	GULFMARK REDERI AS
	 	 
	(formerly known as GulfMark Norge AS)
	 	 
	(As a Borrower)
	 	 
	 
	 	 
	

	 	 
	For and on behalf of
	 	 
	GULFMARK OFFSHORE, INC.
	 	 
	(As a Borrower)
	 	 





The Guarantor confirms that its obligations under the guarantee contained in clause 15 of the
Facility Agreement shall remain in full force and effect in respect of the obligations of each
Borrower under the Facility Agreement (as amended by this letter) and that the obligations of each
Borrower under this letter constitute obligations included within the Guarantor’s obligations under
clause 15 of the Facility Agreement.




	 	 	 
	

	 	 
	For and on behalf of
	 	 
	GULFMARK OFFSHORE, INC.
	 	 
	(As the Guarantor)
	 	 






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