exv10w15






Exhibit 10.15




 

 










GUARANTY




given by




GULFMARK OFFSHORE, INC.




in favor of




DVB BANK NV,

as Security Trustee




 

 








July 1, 2008







 









 








GUARANTY




          THIS GUARANTY (this “Guaranty”), dated as of July 1, 2008, is made by GULFMARK OFFSHORE, INC.,
a corporation organized and existing under the laws of Delaware (the “Guarantor”), in favor of DVB
BANK NV, a bank incorporated under the laws of the Kingdom of the Netherlands (“DVB”), as security
trustee (the “Security Trustee”) for and on behalf of the Lenders (as such term is defined herein).




WITNESSETH THAT:




          WHEREAS:




          (A) Pursuant to that certain that Senior Secured Credit Facility Agreement dated as of
December 28, 2005, as amended by Amendment No. 1 thereto dated as of February 28, 2006, by
Amendment No. 2 thereto dated as of May 9, 2007 and by Amendment No. 3 (“Amendment No. 3”) thereto
dated July 1, 2008 (as so amended, the “Facility Agreement”), made by and among, inter
alios, (i) Rigdon Marine Corporation, as borrower (the “Borrower”), (ii) the banks and
financial institutions listed on Schedule 1 of the Facility Agreement, as lenders (together with
any bank or financial institution which becomes a Lender pursuant to Article 10 of the Facility
Agreement (the “Lenders”)), and (iii) DVB, as security trustee and as facility agent, the Lenders
have agreed to provide the Borrower a loan facility in an aggregate principal amount of up to
US$224,000,000 (the “Facility”) in three tranches, Tranche A, Tranche B and Tranche C, for the
purposes described in Section 3.1 thereof.




          (B) The Borrower is a wholly owned subsidiary of the Guarantor; and




          (C) It is a condition precedent to the effectiveness of Amendment No. 3 that the Guarantor
enter into this Guaranty and otherwise agree to be bound by the terms of this Guaranty.




          NOW, THEREFORE, in consideration of the premises and for other valuable consideration, the
receipt and adequacy of which the Guarantor hereby acknowledges, the Guarantor hereby agrees as
follows:




          SECTION 1. Defined Terms. Except as otherwise defined herein, terms defined in the
Facility Agreement shall have the same meaning when used herein. The words and expressions
specified below shall, except where the context otherwise requires, have the meanings attributed to
them below:




          (a) “Compliance Certificate” means a certificate of the Chief Financial Officer of the
Guarantor to be delivered to the Facility Agent substantially in the form attached hereto as
Exhibit 1;




          (b) “Determination Date” means:




               (i) the last day of each calendar quarter;



 









 





               (ii) after the occurrence of an Event of Default which is continuing, any date designated by
the Facility Agent upon at least three (3) Banking Days’ prior written notice to the Guarantor; and



               (iii) each Drawdown Date.



          (c) “EBITDA” means, for any twelve month period ending on a Determination Date, the
consolidated profit on ordinary activities of the Group before Taxes:




               (i) adjusted to exclude interest received or receivable and other similar income to the
extent not already excluded;



               (ii) before the depreciation of fixed assets but after excluding any loss or gain arising on
the disposal of fixed assets or shares;



               (iii) before the deduction of Interest Expense for such period;



               (iv) before any charge for the amortization of goodwill, merger differences, acquisition costs
or any other intangible asset; and



               (v) before adding or deducting extraordinary or exceptional items (to include, for the
avoidance of doubt, any redundancy costs and foreign exchange profits and losses in relation to the
funding of the business) in each case for such period;



          (d) “Group” means the Guarantor and each of its Subsidiaries;




          (e) “Interest Expense” means the interest paid by any member of the Group on the Total
Debt in the twelve month period ending on a Determination Date;




          (f) “Taxes” means all taxes (including, without limitation, property, sales, use,
consumption, franchise, capital, occupational, license, value added, excise, stamp, levies and
imposts taxes and customs and other duties), assessments, fees (including, without limitation,
documentation, license, filing and registration fees) and charges, of any kind or nature
whatsoever, together with any penalties, fines, additions to tax or interest thereon, however
imposed, withheld, levied, or assessed by any country or governmental subdivision thereof or
therein, any international authority or any other taxing authority other than taxes on the overall
net income of a Creditor or branch thereof;




          (g) “Total Assets” means the amount which is equal to the total consolidated assets of
the Guarantor as shown in the Guarantor’s latest audited consolidated balance sheet less the
goodwill (if any) of the Guarantor as shown in the Guarantor’s latest audited balance sheet;




          (h) “Total Debt” means the aggregate of:




               (i) the amount calculated in accordance with GAAP shown as each of “long term debt”, “short
term debt” and “current portion of long term debt” on the latest consolidated balance sheet of the
Guarantor; and



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               (ii) the amount of any liability in respect of any lease or hire purchase contract entered
into by the Guarantor or any of its Subsidiaries which would, in accordance with GAAP, be treated
as a finance or capital lease; and



          (i) “Total Shareholder Equity” means the aggregate of the amount paid up on the issued
share capital of the Guarantor and the amount standing to the credit of its capital and revenue
reserves (including any share premium account or capital redemption reserve but excluding any
revaluation reserve) plus or minus the amount standing to the credit or debit (as the case may be)
of its profit and loss account.




          SECTION 2. Guaranty.




          2.1 Guaranty of Payment and Performance. The Guarantor, as primary obligor and not
merely as surety, hereby irrevocably, unconditionally and absolutely guarantees to the Security
Trustee, for the benefit of the Creditors, on first demand (a) the full and prompt payment, when
due, whether by acceleration or otherwise, of all amounts owing by the Borrower to the Creditors
under the Facility Agreement, the Note and the Security Documents (collectively, the “Transaction
Documents”), together with any costs and expenses (including, without limitation, attorneys’ fees)
incurred in connection therewith by the Creditors and the performance by the Borrower of its
obligations and, in case of extension of time of payment or renewal in whole or in part of the said
obligations of the Borrower, the prompt payment when due of all said amounts according to such
extension or extensions or renewal or renewals, whether by acceleration or otherwise and (b) the
punctual and full performance and compliance by the Borrower of each and every duty, covenant,
agreement and obligation thereof under the Transaction Documents (all obligations referred to in
clauses (a) and (b) above are herein referred to as the “Obligations”).




          2.2 Nature of Guaranty. This Guaranty is a guaranty of payment, performance and
compliance and not of collection and the Guarantor expressly agrees that it shall not be necessary
or required that the Creditors exercise any right, assert any claim or demand or enforce any remedy
whatsoever against the Borrower or any other Person before or as a condition to the obligations of
the Guarantor hereunder. This Guaranty is a primary obligation of the Guarantor and shall be an
absolute, unconditional, present, and continuing obligation and shall not be subject to any
counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment,
reduction, or defense based on any claim the Guarantor or any other Person may have against the
Borrower, the Creditors or any other Person. This Guaranty shall only be discharged by the
complete and indefeasible satisfaction of all of the Obligations and shall not be released,
discharged or affected by any circumstance whatsoever, including without limitation:




          (a) the unenforceability, invalidity, irregularity or lack of genuineness of the Transaction
Document or any of the obligations under the Transaction Documents;




          (b) any amendment, modification, termination, or removal of, or addition or supplement to, the
Transaction Documents, or any change in time, manner, or place of payment or performance of any
Obligation;




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          (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral;




          (d) any failure, refusal, omission or delay on the part of the Borrower, any Creditor or any
other Person to conform or comply with any term of the Transaction Documents or any other
agreement;




          (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release,
compromise, or other agreement, or the exercise or non-exercise of any right or remedy thereunder,
with or without consideration;




          (f) the occurrence and/or continuance of any bankruptcy, insolvency, reorganization,
liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding
with respect to the Borrower, any Creditor, or any other Person, including without limitation any
modification of the Borrower’s obligations under any Transaction Document in connection with any
such proceeding;




          (g) any defect in the title, condition, compliance with specifications, design, operation, or
fitness for use of, or any damage to or loss of, or governmental prohibition or restriction,
condemnation, requisition, or seizure of, any Collateral for any reason;




          (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or
change in the ownership of any membership interests, shares of capital stock or other equity
interest of the Borrower or the Guarantor;




          (i) any present or future law, regulation, or order in any jurisdiction (whether of right or
in fact) or any agency thereof affecting any term of any Obligation or any rights of any Creditor
with respect thereto, including, without limitation, any law, regulation or order purporting to
vary the terms of payment or to restrict the right or power of the Borrower or of the Guarantor or
either of them to make payment of any of their respective Obligations to the Creditors; or




          (j) any other circumstances whatsoever which might otherwise constitute a defense available
to, or a discharge of, either the Borrower or the Guarantor.




          SECTION 3. Representations and Warranties. The Guarantor hereby represents and
warrants to the Security Trustee, for the benefit of the Creditors, (which representations and
warranties shall survive the execution and delivery of this Guaranty) as follows:



          3.1 Due
Organization and Power. The Guarantor is duly formed and is validly existing in good standing
under the laws of its jurisdiction of incorporation or formation, has full power to carry on its
business as now being conducted and to enter into and perform its obligations under this Guaranty,
and has complied with all statutory, regulatory and other requirements relative to such business
and such agreements;




          3.2 Authorization and Consents. All necessary corporate action has
been taken to authorize, and all necessary consents and authorities have been obtained and remain
in full force and effect to permit, the Guarantor to enter into and perform its obligations under
this Guaranty;



          3.3 Binding Obligations. This Guaranty constitutes the legal, valid and
binding obligations of the Guarantor enforceable against the Guarantor in accordance with its
terms, except to the extent that such enforcement may be limited by equitable principles,




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principles of public policy or applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting generally the enforcement of creditors’ rights;


          3.4 No Violation. The
execution and delivery of, and the performance of the provisions of, this Guaranty do not
contravene any applicable law or regulation existing at the date hereof or any contractual
restriction binding on the Guarantor or the certificate of incorporation or by-laws thereof.





          SECTION 4. Covenants.




          4.1 Affirmative Covenants. The Guarantor hereby covenants and undertakes with the
Security Trustee, for the benefit of the Creditors, that from the date hereof and so long as any
Obligation remains unsatisfied, it shall:




          (a) duly perform and observe the terms of this Guaranty;




          (b) immediately upon obtaining knowledge thereof, inform the Security Trustee of the
occurrence of (i) any Event of Default or of any event which, with the giving of notice or lapse of
time, or both, would constitute an Event of Default, (ii) any litigation or governmental proceeding
pending or threatened against it which could reasonably be expected to have a material adverse
effect on its or the Borrower’s business, assets, operations, property or financial condition and
(iii) any event or condition which is reasonably likely to have a material adverse effect on its
ability to perform its obligations under this Guaranty; and




          (c) obtain every consent and do all other acts and things which may from time to time be
necessary or advisable for the continued due performance of all its obligations under this
Guaranty.




          4.2 Financial Covenants. The Guarantor hereby covenants and undertakes with the
Security Trustee, for the benefit of the Creditors, that from the date hereof and so long as any
Obligation remains unsatisfied, it shall:




          (a) maintain a ratio of Total Shareholder Equity to Total Assets of at least thirty-five
percent (35%);




          (b) maintain a ratio of EBITDA to Interest Expense of no less than 2.25:1.00; and




          (c) deliver a completed and executed Compliance Certificate to the Facility Agent on such
dates as the Borrower is required to deliver its financial statements in accordance with Sections
9.1(d)(i) and 9.1(d)(ii) of the Facility Agreement.




          SECTION 5. Payments.




          5.1 Payment. (a) All payments by the Guarantor under this Guaranty shall be made in
the same manner as the Borrower is required to make payments under the Facility Agreement as
specifically set forth therein.




          (b) On any amount or amounts for which the Guarantor is liable hereunder interest shall be due
at the Default Rate specified in Section 6.2 in the Facility Agreement from






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the due date thereof
under the Facility Agreement until the date of payment of such amount by the Guarantor or the
Borrower.




          5.2 Currency of Account. (a) If for the purpose of obtaining or enforcing a judgment
in any court in any country, it becomes necessary to convert into any other currency (the “Judgment
Currency”) an amount due in Dollars under this Guaranty then the conversion shall be made, in the
discretion of the Security Trustee, at the rate of exchange prevailing either on the date of
default or on the day before the day on which the judgment is given or the order for enforcement is
made, as the case may be (the “Conversion Date”) provided that the Security Trustee shall not be
entitled to recover under this clause any amount in the Judgment Currency which exceeds at the
Conversion Date the amount in Dollars due under this Guaranty.




          (b) If there is a change in the rate of exchange prevailing between the Conversion Date and
the date of actual payment of the amount due, the Guarantor shall pay such additional amounts (if
any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in
the judgment currency when converted at the rate of exchange prevailing on the date of payment will
produce the amount then due under this Guaranty in Dollars; any excess over the amount due received
or collected by the Security Trustee shall be remitted to the Guarantor.




          (c) Any amount due from the Guarantor under this Section 5.2 shall be due as a separate debt
and shall not be affected by judgment being obtained for any other amounts due under or in respect
of this Guaranty or any of the other Transaction Documents; provided, however, that nothing herein
shall be construed so as to permit the Security Trustee to recover amounts from the Guarantor
previously paid by any other party other than as provided herein.




          (d) The term “rate of exchange” in this Section means the rate at which the Security Trustee
in accordance with its normal practices is able on the relevant date to purchase Dollars with the
judgment currency and includes any costs of exchange (including any premium) payable in connection
with such purchase.




          5.3 Taxes; Withholdings. Should the Guarantor be compelled by law, regulation,
decree, order or stipulation to make any deduction or withholding on account of any present or
future Taxes from any payment due under this Guaranty for the account of the Creditors, the amount
due from the Guarantor in respect of such payment shall be increased by such additional amounts
necessary to ensure that, after the making of such deduction or withholding with respect to Taxes,
the relevant Creditor receives a net amount equal to the amount which it would have received had no
such deduction or withholding with respect to Taxes been made and the Guarantor shall indemnify
each Creditor against any losses or costs incurred by it by reason of any failure of the Guarantor
to make any such deduction or withholding or by reason of any such additional payment not being
made to the Creditors on the due date for such payment. If at any time a Creditor is entitled to an exemption from or reduction of withholding tax under the law
of the applicable jurisdiction, then such Creditor shall deliver to the Guarantor such properly
completed and executed documentation prescribed by applicable law as will permit such payments
required under this Guaranty to be made without withholding or at a reduced rate of withholding.
The Guarantor shall deliver to the Security Trustee evidence satisfactory to the Security Trustee
including all relevant tax receipts that such Tax has been duly remitted to the




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appropriate
authority. Notwithstanding the preceding sentence, the Guarantor shall not be required to pay
additional amounts or otherwise indemnify the Creditors for or on account of:




          (a) Taxes based on or measured by the overall net income of any Creditor for Taxes in the
nature of franchise taxes or taxes for the privilege of doing business imposed by any jurisdiction
or any political subdivision or taxing authority therein unless such Taxes are imposed as a result
of the activities of the Borrower or the Guarantor within the relevant taxing jurisdiction; or




          (b) Taxes imposed by any jurisdiction or any political subdivision or taxing authority therein
on any Creditor that would not have been imposed but for the Creditor’s being organized in or
conducting business in or maintaining a place of business in the relevant taxing jurisdiction, or
engaging in activities or transactions in the relevant taxing jurisdiction that are unrelated to
the transactions contemplated by the Facility Agreement, but only to the extent such Taxes are not
imposed as a result of the activities of the Borrower or the Guarantor within the relevant taxing
jurisdiction or the legal status of the Borrower or the Guarantor under the laws of the taxing
jurisdiction.




          SECTION 6. Preservation of Rights.




          6.1 The Guarantor hereby consents: (a) that from time to time, without notice to or further
consent of the Guarantor, the time for the performance and/or observance by the Borrower or of the
Guarantor of any of the agreements, covenants or conditions in the Transaction Documents, or any of
them, on the part of the Borrower or the Guarantor, or either thereof, to be performed and/or
observed may be waived or the time of performance thereof extended by the Creditors and payment of
any amounts owing or payable under any such document may be extended or any such document may be
renewed in whole or in part or modified in any respect or any collateral or arrangement provided
for by any such document as security for any obligation contemplated by any such document may be
exchanged, surrendered, released or otherwise dealt with as the Creditors may determine; (b) that
the time for the making of any payment of any obligation hereby guaranteed may be accelerated in
accordance with any agreement between any of the Creditors and the Borrower or the Guarantor, and
that any of the acts mentioned in any of said documents may be done; and (c) that any other
guarantor of any of the obligations hereby guaranteed and/or any document or security therefor may
be released in whole or in part without affecting the obligations of the Guarantor hereunder.




          6.2 The Guarantor hereby waives, to the extent permitted by applicable law:




          (a) any notice required by law or otherwise to preserve any rights hereunder or under any
other Transaction Document against the Guarantor or against the Borrower, including without
limitation: (i) acceptance, presentment, demand, protest, or proof of nonperformance of
any Obligation, (ii) notice of the sale of any Collateral or the transfer by the Borrower of
any interest in any Collateral or any Transaction Document, (iii) notice of the acceptance of this
Guaranty and of any change in the Borrower’s financial condition, (iv) notices of the creation,
renewal, extension, or accrual of any Obligation or any of the matters referred to in Section 2
hereof, or any notice of or proof of reliance by any Creditor upon this Guaranty or acceptance of
this Guaranty (the Obligations, and any of them, shall conclusively be deemed to have been






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created,
contracted, incurred or renewed, extended, amended or waived in reliance upon this Guaranty and all
dealings between the Borrower or the Guarantor and the Creditors shall be conclusively presumed to
have been had or consummated in reliance upon this Guaranty), and (v) notices which may be required
by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights of
the Creditors against the Guarantor;




          (b) the prior exercise of any remedy contained in any Transaction Document or otherwise
available to the Creditors;




          (c) any requirement of diligence on the part of any Person including without limitation
diligence in making any claim or commencing suit hereon or on any other Transaction Document, and
any requirement to mitigate damages or exhaust remedies under any Transaction Document;




          (d) the right to interpose all substantive and procedural defense of the law of guaranty,
indemnification, suretyship, or other applicable law except the defense of prior payment or prior
performance by the Borrower or the Guarantor of the Obligations;




          (e) all rights and remedies accorded by applicable laws to guarantors or sureties, including
any extension of time conferred by any law now or hereafter in effect;




          (f) any right or claim of right to cause a marshaling of the Borrower’s assets or to cause the
Creditors to proceed against the Borrower or any collateral held by any Creditor at any time or in
any particular order;




          (g) rights to the enforcement, assertion, or exercise by the Creditors of any right, power,
privilege, or remedy conferred herein or any other Transaction Document or otherwise;




          (h) notices of the sale, transfer or other disposition of any right, title to, or interest in
any Transaction Document; and




          (i) any other right whatsoever which might otherwise constitute a discharge, release, or
defense of the Guarantor hereunder or of the Borrower or the Guarantor under any Transaction
Document or which might otherwise limit recourse against the Borrower or the Guarantor.



No failure to exercise and no delay in exercising, on the part of any Creditor, any right, power,
or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power, or privilege preclude any other or further exercise thereof, or the exercise of any
other power or right. The obligations of the Guarantor hereunder shall not be affected by receipt
by any Creditor of any proceeds of any security at any time held by a Creditor. The rights and
remedies herein provided are cumulative and not exclusive of any rights or remedies provided by
law.




          6.3 The Guarantor agrees that so long as the Borrower has any actual or contingent liability
under the Transaction Documents any rights which the Guarantor may at any time have by reason of
the performance by the Guarantor of its obligations hereunder (a) to be indemnified by the Borrower
and/or (b) to claim any contribution from any other guarantor of





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the Borrower’s obligations under
the Transaction Documents and/or (c) to take the benefit (in whole or in part) of any security
taken pursuant to this Guaranty or any other Transaction Document by all or any of the persons to
whom the benefit of the Guarantor’s obligations are given, shall be exercised by the Guarantor in
such manner and upon such terms as the Creditors may require and further agrees to hold any monies
at any time received by it as a result of the exercise of any such rights or otherwise for and on
behalf of and to the order of the Creditors, for application in or towards payment of any amounts
at any time owed by the Borrower under the Transaction Documents.




          6.4 The Guarantor agrees that its liabilities hereunder shall be unconditional irrespective of
any other circumstance which might otherwise constitute a discharge at law or in equity of a
guarantor or surety. The Guarantor guarantees that all payments made by the Borrower, the
Guarantor, or either of them, to the Security Trustee on any Obligation will, when made, be final
and agrees that, if any such payment is recovered from, or repaid by, the Creditors in whole or in
part in any bankruptcy, insolvency or similar proceeding instituted by or against the Borrower, or
the Guarantor, or either of them, this Guaranty shall continue to be fully applicable to such
obligation to the same extent as though the payment so recovered or repaid had never been
originally made on such obligation.




          6.5 The Creditors may enforce the obligations of the Guarantor hereunder without in any way
first pursuing or exhausting any other rights or remedies which the Creditors may have against the
Borrower, or against any other Person or against any security the Creditors may hold.




          6.6 The Guarantor hereby irrevocably waives all rights of subrogation (whether contractual,
under Section 509 of Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter
in effect, or any successor thereto (herein called the “Bankruptcy Code”), under common law, or
otherwise) to the claims of any of the Creditors against the Borrower and all contractual,
statutory or common law rights of contribution, reimbursement, indemnification and similar rights
and “claims” (as such term is defined in the Bankruptcy Code) against the Borrower which arise in
connection with, or as a result of, this Guaranty, until such time as the obligations of the
Borrower under or in connection with the Transaction Documents have been indefeasibly paid in full.




          6.7 The Guarantor shall not assign, transfer, hypothecate or dispose of any claim that it has
or may have against the Borrower while any indebtedness of the Borrower to the Creditors remains
unpaid, without the written consent of the Creditors.




          6.8 Notice of acceptance by the Security Trustee of this Guaranty and of the incurring of any
or all of the obligations hereby guaranteed is hereby waived by the Guarantor, and this Guaranty and all of the terms and provisions hereof shall immediately be binding upon
the Guarantor from the date of execution hereof.




          SECTION 7. Fraudulent Conveyances; Fraudulent Transfers. (a) The Guarantor, and by
its acceptance of this Guaranty, the Security Trustee and each other Creditor, hereby confirms that
it is the intention of all such Persons that this Guaranty and the Obligations of the Guarantor
hereunder not constitute a fraudulent transfer or conveyance for purposes of any






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Proceeding, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the Obligations of the Guarantor
hereunder. To effectuate the foregoing intention, the Security Trustee, the other Creditors and
the Guarantor hereby irrevocably agree that the Obligations of the Guarantor under this Guaranty at
any time shall be limited to the maximum amount as will result in the Obligations of the Guarantor
under this Guaranty not constituting a fraudulent transfer or conveyance.




          (a) The Guarantor hereby unconditionally and irrevocably agrees that in the event any payment
shall be required to be made to any Creditor under this Guaranty or any other guaranty, the
Guarantor shall contribute, to the maximum extent permitted by law, such amounts to each other
guarantor so as to maximize the aggregate amount paid to the Creditors under or in respect of the
Transaction Documents.




          SECTION 8. Miscellaneous.




          8.1 Further Assurances. The Guarantor agrees that if this Guaranty shall, in the
reasonable opinion of the Security Trustee, at any time be deemed by the Security Trustee, for any
reason, insufficient in whole or in part to carry out the true intent and spirit hereof, it shall
execute or cause to be executed such other documents or deliver or cause to be delivered such
further assurances as in the opinion of the Security Trustee may be required in order to more
effectively accomplish the purposes of this Guaranty including, without limitation, an alternative
guaranty or such other alternative agreement as the Security Trustee shall require.




          8.2 Remedies Cumulative and Not Exclusive; No Waiver. Each and every right, power and
remedy herein given to the Security Trustee shall be cumulative and shall be in addition to every
other right, power and remedy of the Security Trustee now or hereafter existing at law, in equity
or by statute, and each and every right, power and remedy, whether herein given or otherwise
existing, may be exercised from time to time, in whole or in part, and as often and in such order
as may be deemed expedient by the Security Trustee, and the exercise or the beginning of the
exercise of any right, power or remedy shall not be construed to be a waiver of the right to
exercise at the same time or thereafter any other right, power or remedy. No failure, delay or
omission by the Security Trustee or any of the Creditors in the exercise of any right or power or
in the pursuance of any remedy accruing upon any breach or default by the Guarantor or the Borrower
shall impair any such right, power or remedy or be construed to be a waiver of any such right,
power or remedy or to be an acquiescence therein; nor shall the acceptance by the Security Trustee
or any of the Creditors of any security or of any payment of or on account of any of the amounts
due from the Guarantor or the Borrower to the Security Trustee and maturing after any breach or
default or of any payment on account of any past breach or default be construed to be a waiver of any right with respect to any future breach or default or of any
past breach or default not completely cured thereby.




          8.3 Successors and Assigns. This Guaranty and all obligations of the Guarantor
hereunder shall be binding upon the successors and assigns of the Guarantor and shall, together
with the rights and remedies of the Security Trustee hereunder, inure to the benefit of the
Security Trustee, its respective successors and assigns.





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          8.4 Waiver; Amendment. None of the terms and conditions of this Guaranty may be
changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the
Guarantor and the Security Trustee (with the consent of the Majority Lenders).




          8.5 Invalidity. If any provision of this Guaranty shall at any time, for any reason,
be declared invalid, void or otherwise inoperative by a court of competent jurisdiction, such
declaration or decision shall not affect the validity of any other provision or provisions of this
Guaranty, or the validity of this Guaranty as a whole and, to the fullest extent permitted by law,
the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be
liberally construed in favor of the Security Trustee in order to carry out the intentions of the
parties hereto as nearly as may be possible. The invalidity and unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any
other jurisdiction.




          8.6 Notices. All notices, requests, demands and other communications to any party
hereunder shall be in writing (including prepaid overnight courier, facsimile transmission,
electronic transmission or similar writing) and shall be given to such party at the address,
facsimile number or email address set forth below or at such other address or facsimile numbers as
such party may hereafter specify for the purpose by notice to each other party hereto. Any notice
sent by facsimile or electronic transmission shall be confirmed by letter dispatched as soon as
practicable thereafter.



If to the Guarantor:



GulfMark Offshore, Inc.

10111 Richmond Ave., Suite 340

Houston, TX 77042

Phone: 713 963 9522

Facsimile: 713 963 0541

Attention: Quintin V. Kneen



If to the Security Trustee:



DVB BANK NV

Parklaan 2

3016 BB Rotterdam

The Netherlands

Attn:

Facsimile No.:

Telephone No.:



Every notice or other communication shall, except so far as otherwise expressly provided by this
Guaranty, be deemed to have been received (provided that it is received prior to 2 p.m. local time;
otherwise it shall be deemed to have been received on the next following Banking Day) (i) if given
by facsimile or electronic transmission, on the date of dispatch thereof (provided further that if
the date of dispatch is not a Banking Day in the locality of the party to whom such notice or
demand is sent, it shall be deemed to have been received on the next following Banking Day in such
locality) or (ii) if given by mail, prepaid overnight courier or any other means, when received at
the address specified in this Section or when delivery at such address is refused.





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          8.7 Electronic Delivery. Delivery of an executed copy of this Guaranty by facsimile
or electronic transmission shall be deemed as effective as delivery of an originally executed copy.
In the event that the Guarantor delivers an executed copy of this Guaranty by facsimile or
electronic transmission, the Guarantor shall also deliver an originally executed copy as soon as
practicable, but the failure of the Guarantor to deliver an originally executed copy of this
Guaranty shall not affect the validity or effectiveness of this Guaranty.




          8.8 References. References herein to Sections, Exhibits and Schedules are to be
construed as references to sections of, exhibits to, and schedules to, this Guaranty, unless the
context otherwise requires.




          8.9 Headings. In this Guaranty, Section headings are inserted for convenience of
reference only and shall not be taken into account in the interpretation of this Guaranty.




          8.10 Termination. If the Borrower shall pay and discharge all of its obligations
under or in connection with the Facility Agreement or is released therefrom in accordance with the
terms thereof, all of the right, title and interest herein assigned all revert to the Guarantor and
this Guaranty shall terminate.




          SECTION 9. Applicable Law, Jurisdiction and Waivers.




          9.1 Governing Law. This Guaranty shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts of laws thereof
other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.




          9.2 Submission to Jurisdiction. The Guarantor hereby irrevocably submits to the
jurisdiction of the courts of the State of New York and of the United States District Court for the
Southern District of New York in any action or proceeding brought against it by any of the
Creditors under this Guaranty or under any document delivered hereunder and hereby irrevocably
agrees that valid service of summons or other legal process on it may be effected by serving a copy
of the summons and other legal process in any such action or proceeding on the Guarantor by mailing
or delivering the same by hand to the Guarantor at the address indicated for notices in this
Guaranty. The service, as herein provided, of such summons or other legal process in any such
action or proceeding shall be deemed personal service and accepted by the Guarantor as such, and
shall be legal and binding upon the Guarantor for all the purposes of any such action or
proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence
of the fact and of the amount of any indebtedness of the Guarantor to the Creditors) against the Guarantor in any such legal action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment. The Guarantor shall advise the
Security Trustee promptly of any change of address for the purpose of service of process.
Notwithstanding anything herein to the contrary, the Creditors may bring any legal action or
proceeding in any other appropriate jurisdiction.




          9.3 WAIVER OF IMMUNITY. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM SUIT, JURISDICTION OF ANY COURT OR ANY LEGAL PROCESS (WHETHER THROUGH ATTACHMENT





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PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL
PROCESS OR REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE GUARANTOR HEREBY IRREVOCABLY WAIVES
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.




          9.4 WAIVER OF JURY TRIAL. EACH OF THE GUARANTOR AND THE SECURITY TRUSTEE, BY ITS
ACCEPTANCE HEREOF, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS GUARANTY.




[Signature page follows]




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          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered on the
day and year first above written.




	 	 	 	 	 
	 	GULFMARK OFFSHORE, INC.

 	 
	 	By:  	/s/ Bruce Streeter
 	 
	 	 	Name:  	Bruce Streeter 	 
	 	 	Title:  	President & CEO