exv10w3



 





Exhibit 10.3









	 	 	 
	To:

	 	Gulf Offshore N.S. Limited
	

	 	184-192 Market Street
	

	 	Aberdeen ABI1 5PQ
	

	 	Scotland
	 
	 	 
	

	 	GulfMark Offshore, Inc.
	

	 	10111 Richmond Avenue
	

	 	Suite 340
	

	 	Houston, Texas 77042
	

	 	USA






24 March 2005




Gentlemen,


US $50,000,000 million Senior Secured Reducing Revolving Multi-Currency Credit Facility dated
23 December 2004 (as amended)





	1  	We refer to:






	 	(a)  	the facility agreement (the “Original Facility Agreement”) dated 23 December 2004 made
between (1) Gulf Offshore N.S. Limited (the “Borrower”), (2) GulfMark Offshore, Inc. (the
“Guarantor”), (3) Nordea Bank Norge ASA (the “Arranger”), (4) the banks and financial
institutions whose names and addresses are set out in Schedule 1 of the Agreement as the
Lenders (the “Lenders”) and (5) Nordea Bank Finland PLC, New York Branch (as “Facility
Agent” and “Security Trustee”) as amended by a letter dated 24 January 2005 (the “First
Amendment Letter”) (the Original Facility Agreement and the First Amendment Letter are
together referred to as the “Facility Agreement”); and
	 
	 	(b)  	an email dated 21 March 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  	We can confirm that with effect from the Effective Date the Lenders have agreed the
following:






	 	(a)  	the definition of “Material Adverse Effect” shall be amended by adding the following text
at the end of the definition: “The designation of the Guarantor or any of the Borrowers as
having a “Material Weakness” in the internal control procedures as defined in section 404 of
the US Sarbanes-Oxley Act of 2002 shall not constitute a Material Adverse Effect. For the





 









 







	 	 	avoidance of doubt, this exclusion only encompasses the actual designation of a Material
Weakness rating and in any event does not prohibit the lenders from evaluating the cause of
the Material Weakness rating in evaluating whether or not the weakness constitutes a
Material Adverse Effect as defined in clauses (a)-(c).
	 
	 	(b)  	the definition of “Consolidated EBIT” shall be amended by deleting the word “and” in sub-paragraph (iv) and adding the word “and” after the semi-colon in sub-paragraph (v) and adding
an additional sub-paragraph (vi) with the words: “any cumulative effect of accounting changes
relating to the change in accounting for dry dock expenditures.”






	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 the Borrower 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 Borrower)
	 	 






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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 the
Borrower under the Facility Agreement (as amended by this letter) and that the obligations of the
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 Guarantor)
	 	 
	 
	 	 
	
	 	 
	For and on behalf of
	 	 
	GULF OFFSHORE MARINE INTERNATIONAL, INC.
	 	 
	(As Charterer)
	 	 







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