AMENDMENT AGREEMENT Dated 13 February 2015 between (1) GULFMARK AMERICAS, INC. as Original Borrower (2) GULFMARK OFFSHORE, INC. as Parent and Original Guarantor (3) GULFMARK MANAGEMENT, INC. (4) THE ROYAL BANK OF SCOTLAND PLC as Agent

1

INTERPRETATION

2

2

AMENDMENTS

2

3

LONGSTOP

4

4

CONDITION SUBSEQUENT

4

5

GUARANTEE AND SECURITY

4

6

REPEATING OF REPRESENTATIONS

5

7

FEES AND EXPENSES

5

8

FINANCE DOCUMENT

5

9

BUDGET FOR FINANCIAL YEAR 2015

5

10

AGENT

5

11

COUNTERPARTS

5

12

GOVERNING LAW

5

(1)

GULFMARK AMERICAS, INC., a company incorporated in Delaware with charter number 4071108 (the " Original Borrower");

(2)

GULFMARK OFFSHORE, INC., a company incorporated in Delaware with charter number 2689611 (the "Parent" and "Original Guarantor");

(3)

GULFMARK MANAGEMENT, INC., a company incorporated in Delaware with charter number 4386616 ("GMI");

(4)

THE ROYAL BANK OF SCOTLAND PLC as agent of the other Finance Parties (the "Agent".

1

INTERPRETATION

1.1

Definitions

1.2

Incorporation

2

AMENDMENTS

2.1

In clause 1.1 of the Facility Agreement, the definition of "Distribution" shall be amended by adding the following words at the end of such definition: "and, for the avoidance of doubt, repurchases in the open market by the Parent pursuant to its stock repurchase program (but excluding any purchases through a SEC Rule 10b5-1 trading plan so long as the purchaser is not an Obligor) shall constitute a Distribution."

2.2

In clause 1.1 of the Facility Agreement, the definition of "Permitted Acquisition" shall be amended by adding the following proviso at the end of such definition: “; provided, however, that the maximum aggregate consideration payable by the Parent and its consolidated Subsidiaries during the Restricted Period (excluding Permitted Capital Expenditures) for any such acquisitions shall not result in the maximum aggregate payments made by Parent and its consolidated Subsidiaries pursuant to this proviso to exceed $37,500,000 (or its currency equivalent) in any calendar year during which such Restricted Period occurred unless with the prior written consent of the Agent (acting on the instructions of the Majority Lenders)."

2.3

In clause 1.1 of the Facility Agreement, the following new definition shall be inserted:-

2.4

In clause 1.1 of the Facility Agreement, the following new definition shall be inserted:-

2.5

In clause 1.1 of the Facility Agreement, the following new definition shall be inserted:-

2.6

Clause 19.1 (Commitment fee) of the Facility Agreement shall be amended by deleting clause 19.1.1 thereof in its entirety and replacing it with the following clause 19.1.1:-

2.7

Clause 28.1 (Financial covenants) of the Facility Agreement shall be amended by deleting clause 28.1.2 thereof in its entirety and replacing it with the following clause 28.1.2:-

Quarter Date

Consolidated Interest Coverage Ratio

occurring on or after September 30, 2014 and on or prior to December 31, 2014

4.0 to 1.0

occurring on March 31, 2015

3.5 to 1.0

occurring on June 30, 2015

3.0 to 1.0

occurring on or after September 30, 2015 and on or prior to June 30, 2016

2.0 to 1.0

occurring on or after September 30, 2016 and on or prior to December 31, 2016

2.5 to 1.0

occurring on or after March 31, 2017 and on or prior to June 30, 2018

3.0 to 1.0

occurring on or after September 30, 2018 and on or prior to the Termination Date

4.0 to 1.0

2.8

Clause 29.4 (Dividends) of the Facility Agreement shall be amended by adding the following proviso at the end of such clause: “; provided, however, that the Parent may not make or declare payment of any Distribution during the Restricted Period except:

(a)

Permitted Distributions; and/or

(b)

Distributions that would result in the maximum aggregate Distributions payable by the Parent pursuant to this proviso to exceed $5,000,000 (or its currency equivalent) in any calendar year during which such Restricted Period occurred,

2.9

Clause 29.26 (Conditions subsequent) of the Facility Agreement shall be amended by deleting the reference to "12 Months" in clause 29.26.3 thereof and replacing the same with a reference to "18 Months".

3

EFFECTIVE DATE

4

LONGSTOP

4.1

If the Effective Date has not occurred by 5pm, London time, on February 28, 2015, then this Agreement shall automatically terminate.

4.2

The Agent shall promptly notify the Parent of the occurrence of the Effective Date.

5

CONDITION SUBSEQUENT

6

GUARANTEE AND SECURITY

6.1

continue in full force and effect; and

6.2

extend to all liabilities and obligations of the Obligors arising under the Facility Agreement as amended by this Agreement.

7

REPEATING OF REPRESENTATIONS

8

FEES AND EXPENSES

8.1

The Original Borrower shall pay (or cause to be paid) to the Agent (for the account of each Lender) an amendment fee computed at the rate of zero point three (0.3) per cent of each Lender's Revolving Facility Commitment on the date hereof under the Facility Agreement (being a fee, in aggregate, equal to $900,000), within five Business Days of the occurrence of the Effective Date.

8.2

The Original Borrower shall promptly on demand pay the Agent the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by it in connection with the entering into of this Agreement and the transactions contemplated thereby.

9

FINANCE DOCUMENT

10

BUDGET FOR FINANCIAL YEAR 2015

11

AGENT

12

COUNTERPARTS

13

GOVERNING LAW

1

Corporate Authorisations

1.1

Certified true copies of the following:-

1.1.1

Certificate of Fact (Texas) for GulfMark Americas, Inc.;

1.1.2

Certificate of Fact (Texas) for GulfMark Offshore, Inc.;

1.1.3

Certificate of Good Standing (Delaware) for GulfMark Americas, Inc.;

1.1.4

Certificate of Good Standing (Delaware) for GulfMark Offshore, Inc.;

1.1.5

Certificate of Good Standing (Delaware) for Gulfmark Management, Inc.;

1.1.6

Certificate of UCC Search from Delaware on GulfMark Americas, Inc.;

1.1.7

Certificate of UCC Search from Delaware on GulfMark Offshore, Inc.;

1.1.8

Certificate of UCC Search from Delaware on Gulfmark Management, Inc.;

1.1.9

Certificates of Incumbency for each of the Obligors and GMI.

1.2

A copy of a resolution of the board of directors of each Obligor and GMI:-

1.2.1

approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute, deliver and perform the documents required hereby to which it is a party;

1.2.2

authorising a specified person or persons to execute the documents required hereby to which it is a party on its behalf; and

1.2.3

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the documents to which it is a party.

1.2.4

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above in relation to such documents.

1.3

A certificate of the Parent confirming that the amendments contemplated in this Agreement would not cause any borrowing, guarantee, security or similar limit binding on any Obligor or GMI (as applicable) to be exceeded.

1.4

A certificate of an authorised signatory of each Obligor and GMI certifying that each copy of its resolutions specified in this Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

1.5

An officer's certificate of each Obligor and GMI certifying that there has been no change to its Certificate of Incorporation, Bylaws, Domicile Address, EIN and Charter Number since the documents were last provided to the Agent.

2

FINANCE DOCUMENTS

2.1

A copy of this Agreement executed by each Obligor and GMI.

2.2

A copy of the amendment agreement between the Original Borrower and the Security Agent, in respect of the First Preferred Fleet Mortgage dated 26 September 2014 granted by the Original Borrower in favour of the Security Agent (as security trustee for the Secured Parties), executed by the Original Borrower.

3

LEGAL OPINIONS

3.1

a legal opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, US legal advisers to the Original Borrower, the Parent and GMI as to US, Texas and Delaware law; and

3.2

a legal opinion of Pinsent Masons LLP, UK legal advisers to the Agent as to English law.

4

MISCELLANEOUS

4.1

Valuations reflecting the Appraised Value for each Collateral Vessel as at the Appraisal Date falling on 31 December 2014.

4.2

Revised budget for the Financial Year ending 31 December 2015 reflecting financial forecasts of the Original Borrower as per the "Bank Presentation" presented by the Original Borrower to the Lenders on 28 January 2015.