exv10w25





Exhibit
10.25


DATED 5 JUNE, 2008




GULFMARK OFFSHORE, INC.

(as borrower)




— and —




DnB NOR Bank ASA

and others

(as banks)




— and —




DnB NOR Bank ASA

(as mandated lead arranger)




— and —




DnB NOR Bank ASA

(as issuer)




— and —




DnB NOR Bank ASA

(as agent and security trustee)




 






FIRST SUPPLEMENTAL AGREEMENT TO

LOAN AGREEMENT

DATED 1 JUNE 2006




 






STEPHENSON HARWOOD

One, St. Paul’s Churchyard

London EC4M 8SH

Tel: 020 7329 4422

Fax: 020 7329 7100

Ref: 1313/01-46-02912




 









 








CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	1     Interpretation
	 	 	1	 
	 
	 	 	 	 
	2     Conditions Precedent and Subsequent
	 	 	2	 
	 
	 	 	 	 
	3     Representations and Warranties
	 	 	3	 
	 
	 	 	 	 
	4     Amendment to the Loan Agreement
	 	 	3	 
	 
	 	 	 	 
	5     Confirmation and Undertaking
	 	 	4	 
	 
	 	 	 	 
	6     Costs and Expenses
	 	 	4	 
	 
	 	 	 	 
	7     Communications, Law and Jurisdiction
	 	 	4	 
	 
	 	 	 	 
	SCHEDULE 1 The Banks
	 	 	5	 
	 
	 	 	 	 
	Appendix A Amended and Restated Loan Agreement
	 	 	6	 







 









 








FIRST SUPPLEMENTAL AGREEMENT



Dated:               2008



BETWEEN:-





	(1)	 	GULFMARK OFFSHORE, INC., a company incorporated according to the law of the State of Delaware
whose principal place of business is at 10111 Richmond Avenue, Suite 340, Houston, Texas,
77042, the United States of America (the “Borrower”); and
	 
	(2)	 	the banks and financial institutions listed in Schedule 1, each acting through its office at
the address indicated against its name in Schedule 1 (together “the Banks” and each a “Bank”);
and
	 
	(3)	 	DnB NOR Bank ASA acting as mandated lead arranger (in that capacity the “MLA”); and
	 
	(4)	 	DnB NOR Bank ASA acting as issuer of the Letters of Credit (in that capacity the “Issuer”);
and
	 
	(5)	 	DnB NOR Bank ASA acting as agent and security trustee through its office at Lars Hillesgate
30, PO Box 7100, NO-5020 Bergen, Norway (in that capacity the “Agent”).




SUPPLEMENTAL TO a loan agreement dated 1 June 2006 made between the Borrower, the Banks, the MLA,
the Issuer, and the Agent (the “Loan Agreement”) on the terms and subject to the conditions of
which each of the Banks agreed to advance to the Borrower its respective Commitment of an aggregate
principal amount not exceeding eighty five million Dollars ($85,000,000) to assist the Borrower in
refinancing the Existing Facility, financing various instalments under the Building Contracts, and
thereafter for the general corporate purposes of the Group, and pursuant to which the Issuer agreed
to issue the Letters of Credit at the request of the Borrower for and on behalf of any of the
Owners, for certain obligations of the Owners on the terms and conditions therein set forth.




WHEREAS:-





	(A)	 	The Finance Parties and the Borrower have agreed to vary certain terms of the Loan Agreement
which are required as a result of the reallocation of a number of the Vessels within the
Group.
	 
	(B)	 	The Finance Parties and the Borrower have agreed to amend and restate the Loan Agreement on
the terms and subject to the conditions contained in this Supplemental Agreement.





IT IS AGREED THAT:-





	1	 	Interpretation






	 	1.1	 	In this Supplemental Agreement






	 	1.1.1	 	“Effective Date” means the date on which the Agent confirms to
the parties hereto that all of the conditions referred to in Clause 2.1 have
been satisfied,




1









 






	 	 	 	which confirmation the Agent shall be under no obligation to give if an
Event of Default shall have occurred.






	 	1.1.2	 	“New Fee Letter” means a letter or letters from the Agent to
the Borrower setting out certain fees payable to the Agent in connection with
the Facility.






	 	1.2	 	All words and expressions defined in the Loan Agreement shall have the same
meaning when used in this Supplemental Agreement unless the context otherwise requires,
and clause 1.2 of the Loan Agreement shall apply to the interpretation of this
Supplemental Agreement as if it were set out in full.






	2	 	Conditions Precedent and Subsequent






	 	2.1	 	Before Clause 4 of this Supplemental Agreement shall take effect, the Agent
shall have completed to its own satisfaction its due diligence in respect of the
Borrower who shall deliver or cause to be delivered to or to the order of the Agent the
following documents and evidence:-






	 	2.1.1	 	Evidence of incorporation Such evidence as the Agent may
reasonably require that the Borrower is duly incorporated in its country of
incorporation and remains in existence and, where appropriate, in good
standing, together with a certificate signed by a duly authorised officer of
the Borrower dated no later than five (5) Business Days before the Effective
Date confirming that none of the documents and evidence delivered to the Agent
pursuant to Clauses 3.1.1 and 3.1.3 of the Loan Agreement has been amended,
modified or revoked in any way since its delivery to the Agent.
	 
	 	2.1.2	 	Corporate authorities A copy, certified by a director or any
duly authorised officer of the Borrower as true, complete, accurate and neither
amended nor revoked, of a resolution of the directors of the Borrower
(together, where appropriate, with signed waivers of notice of any directors’
meetings) approving, and authorising or ratifying the execution of, this
Supplemental Agreement and all matters incidental thereto.
	 
	 	2.1.3	 	Power of attorney The power of attorney (notarially attested
and legalised, if necessary, for registration purposes) of the Borrower under
which this Supplemental Agreement is to be executed or transactions undertaken
by the Borrower.
	 
	 	2.1.4	 	Legal opinions Confirmation satisfactory to the Agent that
all legal opinions required by the Agent and the Finance Parties will be given
substantially in the form required by the Agent and the Finance Parties.
	 
	 	2.1.5	 	Process agent A letter from Gulf Offshore N.S. Limited
accepting their appointment by the Borrower as agent for service of Proceedings
pursuant to this Supplemental Agreement.
	 
	 	2.1.6	 	Prepayment Evidence satisfactory to the Agent that the
Facility Outstandings have been reduced to a maximum of twenty five million
Dollars ($25,000,000).





2









 









	 	2.1.7	 	Fees The payment by the Borrower to the Agent of the fees
detailed in the New Fee Letter.






	 	2.2	 	Conditions Subsequent The Borrower undertakes to deliver or to cause to be
delivered to the Agent on, or as soon as practicable after, the Effective Date, such
legal opinions as the Agent shall require in accordance with Clause 2.1.4.
	 
	 	2.3	 	Form and content All documents and evidence delivered to the Agent pursuant to
this Clause shall:-






	 	2.3.1	 	be in form and substance acceptable to the Agent;
	 
	 	2.3.2	 	be accompanied, if required by the Agent, by translations into
the English language, certified in a manner acceptable to the Agent;
	 
	 	2.3.3	 	if required by the Agent, be certified, notarised, legalised
or attested in a manner acceptable to the Agent.






	3	 	Representations and Warranties
	 
	 	 	Each of the representations and warranties contained in clause 4 of the Loan Agreement shall
be deemed repeated by the Borrower at the date of this Supplemental Agreement and at the
Effective Date, by reference to the facts and circumstances then pertaining, as if
references to the Security Documents included this Supplemental Agreement.
	 
	4	 	Amendment to the Loan Agreement






	 	4.1	 	With effect from the Effective Date the Loan Agreement shall be amended and
restated in the form attached at Appendix A.
	 
	 	4.2	 	Gulf Offshore N.S. Limited shall, as of the Effective Date, be released from
all of its obligations pursuant to the Declaration of Negative Pledge.
	 
	 	4.3	 	The Borrower hereby confirms to the Agent that with effect from the Effective
Date:






	 	4.3.1	 	all references to the Loan Agreement in the Security Documents
to which they are a party shall be construed as references to the Loan
Agreement as amended and restated by this Supplemental Agreement and all terms
used in such Security Documents whose meanings are defined by reference to the
Loan Agreement shall (unless the context otherwise requires) be defined by
reference to the Loan Agreement as so amended and restated;
	 
	 	4.3.2	 	the Security Documents to which they are a party shall apply
to, and extend to secure, the whole of the Indebtedness as defined in the Loan
Agreement as amended and restated by this Supplemental Agreement;
	 
	 	4.3.3	 	their obligations under the Security Documents to which they
are a party shall not be discharged, impaired or otherwise affected by reason
of the execution of this Supplemental Agreement or of any of the documents
contemplated hereby;





3









 









	 	4.3.4	 	their obligations under the Security Documents to which they
are a party shall remain in full force and effect as security for the
obligations of the Borrower under the Loan Agreement and the other Security
Documents as amended and restated by this Supplemental Agreement; and
	 
	 	4.3.5	 	this Supplemental Agreement is designated as a Security
Document.






	 	4.4	 	Except as expressly amended hereby or pursuant hereto the Loan Agreement and
the Security Documents shall remain in full force and effect and nothing herein
contained shall relieve the Borrower or any other Security Party from any of its
respective obligations under any such documents.






	5	 	Confirmation and Undertaking
	 
	 	 	The Borrower hereby confirms that no Event of Default has occurred or is continuing
at the date of this Supplemental Agreement and confirms in particular that all
scheduled repayments existing at the date of this Supplemental Agreement under the Loan
Agreement have been paid.
	 
	6	 	Costs and Expenses
	 
	 	 	The Borrower shall on demand of the Agent reimburse the Agent for all reasonable costs and
expenses (including legal fees and disbursements) properly incurred by the Agent in
connection with the preparation, negotiation and execution of this Supplemental Agreement
and all matters related thereto.
	 
	7	 	Communications, Law and Jurisdiction
	 
	 	 	The provisions of clauses 16, 18 and 19 of the Loan Agreement shall apply to this
Supplemental Agreement as if they were set out in full and as if references to the Loan
Agreement were references to this Supplemental Agreement.




IN WITNESS of which the parties to this Supplemental Agreement have executed this Supplemental
Agreement the day and year first before written.




4









 








SCHEDULE 1




The Banks




The Banks



DnB NOR BANK ASA



THE ROYAL BANK OF SCOTLAND PLC



HSH NORDBANK AG





5









 








Appendix A




Amended and Restated Loan Agreement




6









 








	 	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 	 	 
	duly authorised for and on behalf

	 	 	)	 	 	 	 	 
	of DnB NOR Bank ASA

	 	 	)	 	 	/s/ Ian Mace
	 	 
	(as Agent, MLA, Issuer and Bank)

	 	 	)	 	 	 	 	 
	in
the presence of:- /s/ Angelique Kounis             
                  

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 	 	 
	duly authorised for and on behalf

	 	 	)	 	 	 	 	 
	of THE ROYAL BANK OF SCOTLAND PLC

	 	 	)	 	 	/s/ Ian Mace
	 	 
	(as Bank)

	 	 	)	 	 	 	 	 
	in
the presence of:- /s/ Angelique Kounis             
                  

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 	 	 
	duly authorised for and on behalf

	 	 	)	 	 	 	 	 
	of HSH NORDBANK AG

	 	 	)	 	 	/s/ Ian Mace
	 	 
	(as Bank)

	 	 	)	 	 	 	 	 
	in
the presence of:- /s/ Angelique Kounis             
                  

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 	 	 
	duly authorised for and on behalf

	 	 	)	 	 	/s/ David Wilson
	 	 
	of GULFMARK OFFSHORE, INC.

	 	 	)	 	 	 	 	 
	in
the presence of:- /s/ Angelique Kounis             
                  

	 	 	)