Clause

Page

1

DEFINITIONS AND INTERPRETATION

5

2

THE FACILITIES

52

3

PURPOSE

57

4

CONDITIONS OF UTILISATION

58

5

UTILISATION – REVOLVING FACILITY LOANS

60

6

UTILISATION - LETTERS OF CREDIT

61

7

LETTERS OF CREDIT

65

8

UTILISATION – SWINGLINE LOANS

70

9

SWINGLINE LOANS

72

10

OPTIONAL CURRENCIES

78

11

ANCILLARY FACILITIES

78

12

REPAYMENT

85

13

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

86

14

MANDATORY PREPAYMENT

88

15

RESTRICTIONS

88

16

INTEREST

90

17

INTEREST PERIODS – REVOLVING FACILITY LOANS

91

18

CHANGES TO THE CALCULATION OF INTEREST

91

19

FEES

93

20

TAX GROSS UP AND INDEMNITIES

95

21

INCREASED COSTS

107

22

OTHER INDEMNITIES

108

23

MITIGATION BY THE LENDERS

110

24

COSTS AND EXPENSES

111

25

GUARANTEE AND INDEMNITY

112

26

REPRESENTATIONS

116

27

INFORMATION UNDERTAKINGS

122

28

FINANCIAL COVENANTS

127

29

GENERAL UNDERTAKINGS

131

30

EVENTS OF DEFAULT

146

31

COLLATERAL VESSEL SALE, SUBSTITUTION AND ADDITION

151

32

CHANGES TO THE LENDERS

154

33

RESTRICTION ON DEBT PURCHASE TRANSACTIONS

159

34

CHANGES TO THE OBLIGORS

160

35

ROLE OF THE AGENT, THE ARRANGERS, THE ISSUING BANK AND OTHERS

165

36

THE SECURITY AGENT

176

37

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

186

38

SHARING AMONG THE FINANCE PARTIES

186

39

PAYMENT MECHANICS

189

40

SET-OFF

192

41

NOTICES

193

42

CALCULATIONS AND CERTIFICATES

195

43

PARTIAL INVALIDITY

196

44

REMEDIES AND WAIVERS

196

45

AMENDMENTS AND WAIVERS

196

46

CONFIDENTIALITY

200

47

COUNTERPARTS

204

48

GOVERNING LAW

205

49

ENFORCEMENT

205

SCHEDULE 1 - THE ORIGINAL PARTIES

206

PART 1 - THE ORIGINAL OBLIGORS

206

PART 2 - PART A

207

SCHEDULE 2 – CONDITIONS PRECEDENT

208

SCHEDULE 3 - UTILISATION REQUESTS

213

PART 1 - UTILISATION REQUEST – REVOLVING FACILITY LOANS

213

PART 2 - UTILISATION REQUEST - LETTERS OF CREDIT

214

PART 3 - UTILISATION REQUEST – SWINGLINE LOANS

216

SCHEDULE 4 - FORM OF TRANSFER CERTIFICATE

217

SCHEDULE 5 - FORM OF ASSIGNMENT AGREEMENT

220

SCHEDULE 6 - FORM OF ACCESSION DEED

224

SCHEDULE 7 - FORM OF RESIGNATION LETTER

225

SCHEDULE 8 - FORM OF COMPLIANCE CERTIFICATE

226

SCHEDULE 9 - TIMETABLES

227

SCHEDULE 10 – HEDGING AGREEMENTS

230

SCHEDULE 11 - COLLATERAL VESSELS

232

SCHEDULE 12 - FORM OF INCREASE CONFIRMATION

233

SCHEDULE 13 - FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

236

PART 1 - FORM OF NOTICE ON ENTERING INTO NOTIFIABLE DEBT PURCHASE TRANSACTION

236

PART 2 - FORM OF NOTICE ON TERMINATION OF NOTIFIABLE DEBT PURCHASE TRANSACTION/NOTIFIABLE DEBT PURCHASE TRANSACTION CEASING TO BE WITH SPONSOR AFFILIATE

237

SCHEDULE 14 - FORM OF NEW COMMITMENTS ACCESSION LETTER

238

(1)

GULFMARK AMERICAS, INC. further details of which are set out in Part 1 of Schedule 1 (The Original Parties) as original borrower (the "Original Borrower");

(2)

GULFMARK OFFSHORE, INC. further details of which are set out in Part 1 of Schedule 1 (The Original Parties) as original guarantor (the "Parent" and the "Original Guarantor");

(3)

THE ROYAL BANK OF SCOTLAND PLC, wells fargo BANK, N.A. and JPMORGAN CHASE BANK, N.A. BANK OF AMERICA, N.A., SUNTRUST ROBINSON HUMPHREY, INC. and DBS BANK LTD as arrangers (the "Arrangers");

(4)

THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) as lenders (the "Original Lenders");

(5)

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

(6)

THE ROYAL BANK OF SCOTLAND PLC as security trustee for the Secured Parties (the "Security Agent");

(7)

JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, N.A. as Issuing Banks; and

(8)

JPMORGAN CHASE BANK, N.A. as Swingline Lender.

1.

Definitions And Interpretation

1.1

Definitions

"Acceptable Bank"

means:-

"Accession Deed"

means a document substantially in the form set out in Schedule 6 (Form of Accession Deed)

"Accounting Principles"

means GAAP

"Accounting Reference Date"

means 31 December

"Additional Borrower"

means a company which becomes an Additional Borrower in accordance with Clause 34 (Changes to the Obligors)

"Additional UK Borrower"

means a company which becomes an Additional Borrower and is tax resident in the United Kingdom

"Additional Guarantor"

means a company which becomes an Additional Guarantor in accordance with Clause 34 (Changes to the Obligors)

"Additional Obligor"

means an Additional Borrower or an Additional Guarantor

"Administration"

has the meaning given to it in paragraph 1.1.3 of the ISM Code

"Affiliate"

means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc, the term "Affiliate" shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

"Agreement Date"

means the date of this Agreement

"Ancillary Commencement Date"

means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Facility

"Ancillary Commitment"

means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 11 (Ancillary Facilities), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility

"Ancillary Document"

means each document relating to or evidencing the terms of an Ancillary Facility

"Ancillary Facility"

means any ancillary facility made available by an Ancillary Lender in accordance with Clause 11 (Ancillary Facilities)

"Ancillary Lender"

means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 11 (Ancillary Facilities)

"Ancillary Outstandings"

means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:-

"Appraisal Date"

means 30 June 2014, each 31 December and 30 June thereafter and the date of any proposed substitution under Clause 31 (Collateral Vessel Sale, Substitution and Addition)

"Appraised Value"

means the estimated market value arrived at on a basis acceptable to and agreed by the Agent (acting reasonably) in respect of any Collateral Vessel determined by averaging valuations addressed to the Agent by two of the Approved Brokers. Such valuations shall be prepared at each Borrower's expense (unless otherwise stated in this Agreement), without a physical inspection, on the basis of a sale for prompt delivery for cash at arm's length on a charter free basis between a willing buyer and a willing seller

"Approved Brokers"

means H. Clarkson & Co. Limited, Simpson Spence & Young Shipbrokers Limited, Fearnley AS, RS Platou AS and Seabrokers Group or such other broker as may be acceptable to the Agent (acting on the instructions of the Majority Lenders)

"Asset Sale"

means any disposition of property or series of related dispositions of property but excluding:-

"Assignment Agreement"

means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee

"Auditors"

means KPMG (as current auditors) or any other firm approved in advance by the Agent acting on the instructions of the Majority Lenders (such approval not to be unreasonably withheld, conditioned or delayed)

"Authorisation"

means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration

"Availability Period"

means the period from and including the date of this Agreement to and including the Termination Date

"Available Credit Balance"

means, in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility.

"Available Revolving Commitment"

means (but without limiting Clause 8.5 (Relationship with the Revolving Facility), in relation to the Revolving Facility, a Lender's Revolving Commitment under the Revolving Facility minus (subject to Clause 11.8 (Affiliates of Lenders as Ancillary Lenders) and as set out below):-

"Available Revolving Facility"

means, in relation to the Facility, the aggregate for the time being of each Lender's Available Revolving Commitment in respect of the Facility

"Available Swingline Commitment"

of a Swingline Lender means (but without limiting Clause 8.5 (Relationship with the Revolving Facility)), that Lender's Swingline Commitment minus:

"Available Swingline Facility"

means the aggregate for the time being of each Swingline Lender's Available Swingline Commitment

"Base Currency"

means US Dollars

"Base Currency Amount"

means:-

"Bond Prepayment Event"

means any repayment or prepayment (other than those arising from the mandatory application of the proceeds of an asset sale) of all or substantially all of the Existing Bonds save to the extent such repayment or prepayment is made:-

"Borrower"

means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 34 (Changes to the Obligors) and, in respect of an Ancillary Facility only, any Subsidiary of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to the provisions of Clause 11.9 (Subsidiaries of Borrowers)

"Break Costs"

means the amount (if any) by which:-

"Budget"

means:-

"Business Day"

means a day (other than a Saturday or Sunday) on which banks are open for general business in London, England and New York and:-

"Capitalised Leases"

means all leases that have been or should be, in accordance with GAAP in effect on the date hereof, recorded as capitalised leases

"Capitalised Lease Obligations"

of any Person means the obligations of such Person to pay rent or other amounts under any Capitalised Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP

"Cash"

means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor is alone (or together with other Obligors) beneficially entitled and for so long as:-

"Cash Collateral Account"

means the US $ denominated interest bearing account, opened with the Agent in its Aberdeen office named "RBS Re Gulfmark Americas Inc (RCF)" with account number RBSREGAI-USD-A, as the same may be redesignated, substituted or replaced from time to time by the Agent

"Cash Collateral Account Charge"

means a first ranking fixed charge over the Cash Collateral Account in form and content agreed by the Security Agent

"Cash Equivalent Investments"

means at any time:-

"CDOR"

means in relation to any Loan in Canadian Dollars:

"Change of Control"

means (i) any person or group of persons acting in concert gains direct or indirect control of the Parent, or (ii) a Borrower ceases to be a Wholly Owned Subsidiary (directly or indirectly) of the Parent. For the purposes of this definition:

"control" of any Obligor means:

the power (whether by way of ownership of shares, proxy (excluding proxies solicited by the Parent in accordance with customary voting practices of US companies whereby a stockholder has instructed a proxy to vote in accordance with the stockholder's instructions), contract, agency or otherwise) to:

cast, or control the casting of, more than 40% of the maximum number of votes that might be cast at a meeting of the stockholders of the Parent; or

appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent but excluding changes (or the power to make changes) in the board of directors of the Parent approved or recommended by the majority of directors serving on such board at the time of such recommendation or approval where those changes are not related to or do not occur as a consequence of any change in shareholding of the Parent; or

"Charged Property"

means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

"Closing Date"

means the date on which the first Utilisation under this Agreement is made or to be made (as the context requires)

"Code"

means the United States Internal Revenue Code of 1986, as amended and the regulations promulgated and the judicial and administrative decisions rendered under it

"Collateral to Commitments Ratio"

means, at any time (and subject to Clause 28.2.2), the ratio of (i) the aggregate Appraised Value of the Collateral Vessels and any sums on deposit in the Cash Collateral Account to (ii) the Total Revolving Facility Commitments.

"Collateral to Debt Ratio"

means, at any time, the ratio of (i) the aggregate Appraised Value of the Collateral Vessels and any sums on deposit in the Cash Collateral Account to (ii) the aggregate of the (A) outstanding Revolving Facility Utilisations (B) outstanding Swingline Loans and (C) Ancillary Outstandings.

"Collateral Vessels"

means, subject to Clause 29.17 (Insurance), Clause 29.26.3 (Conditions Subsequent) and Clause 31 (Collateral Vessel Sale, Substitution and Addition), each of the vessels listed in Schedule 11 (Collateral Vessels)

"Commitment"

means a Revolving Facility Commitment or a Swingline Commitment

"Commodity Exchange Act"

means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute

"Common Stock"

means the common stock $1.00 par value per share (as modified from time to time) of the Original Borrower

"Compliance Certificate"

means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Agent

"Confidential Information"

means all information relating to the Parent, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:-

"Confidentiality Undertaking"

means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Parent and the Agent

"Consolidated Tangible Assets"

means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption "Total Assets" (or any like caption) on a consolidated balance sheet of such Person and its consolidated Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expense, organization expenses and any other amounts classified as intangible assets in accordance with GAAP

"Constitutional Documents"

means the articles of incorporation and by-laws (or equivalent organizational documents) of the applicable entity

"Credit Facilities"

means:

"CTA"

means the Corporation Tax Act 2009

"Debt Purchase Transaction"

means, in relation to a person, a transaction where such person:-

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of

"Debt Issuances"

means in respect of the Parent and its Subsidiaries, one or more issuances after the date of this Agreement of Financial Indebtedness evidenced by notes, debentures, bonds or similar securities or instruments

"Default"

means an Event of Default or any event or circumstance specified in Clause 30 (Events of Default) which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing become an Event of Default

"Defaulting Lender"

means any Lender (other than a Lender which is a Sponsor Affiliate):-

"Delegate"

means any delegate, agent, attorney or co-trustee appointed by the Security Agent

"Designated Gross Amount"

has the meaning given to that term in Clause 11.2 (Availability)

"Designated Net Amount"

has the meaning given to that term in Clause 11.2 (Availability)

"Disclosure Schedule"

means the schedule, if any, prepared by the Original Borrower and delivered to and accepted by the Agent pursuant to Schedule 2 (Conditions Precedent).

"Disqualified Stock"

means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the Termination Date; provided, however, that only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such dates shall be deemed to be Disqualified Stock; provided further that any such Equity Interests (including any options, warrants or other rights in respect thereof) issued or sold as compensation and held by future, present or former directors, officers, members of management, employees or consultants of the Parent, each Borrower or any of its Subsidiaries or family members or relatives thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives shall not constitute Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent, each Borrower or any of its Subsidiaries to repurchase such Equity Interests upon the occurrence of a change of control or a sale of all or substantially all its assets will not constitute Disqualified Stock if the terms of such Equity Interest provide that the Parent, each Borrower or any Subsidiary may not repurchase or redeem any such Equity Interest pursuant to such provisions. Subject to all of the preceding provisos in this definition, the term "Disqualified Stock" will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the Termination Date

"Disruption Event"

means either or both of:-

"Distribution"

means:

"DOC"

means a valid document of compliance issued for a Collateral Vessel by or on behalf of the Administration under paragraph 13.1 of the ISM Code

"Earnings"

in relation to a Collateral Vessel, means all hires where the charter is for a period of 12 months or more including (without limitation) all time charter hire and bareboat charter hire, freights, pool income and other sums payable to or for the account of each Borrower in respect of that Collateral Vessel including (without limitation) all remuneration for salvage and towage services, demurrage and detention moneys, contributions in general average, compensation in respect of any requisition for hire and damages and other payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or variation of any contract for the operation, employment or use of that Collateral Vessel

"Employee Plan"

means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or section 412 of the Code or Section 302 of ERISA, and in respect of which each Borrower or any of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA

"Environment"

means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:-

"Environmental Claim"

means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law

"Environmental Law"

means any applicable law or regulation which relates to:-

"Environmental Permits"

means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group

"Equity Interests"

means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person of whatever nature, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing, but excluding any debt security that is convertible into, or exchangeable for, any of the foregoing.

"ERISA"

means, at any date, the United States Employee Retirement Income Security Act of 1974 (or any successor legislation thereto) as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date

"ERISA Affiliate"

of each Borrower means any person that for purposes of Title I and Title IV of ERISA and Section 412 of the Code would be deemed at any relevant time to be a single employer with each Borrower, pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA

"ERISA Event"

"EURIBOR"

means, in relation to any Loan in euro:

"Event of Default"

means any event or circumstance specified as such in Clause 30 (Events of Default) that has occurred and is continuing

"Excluded Swap Obligations"

means, with respect to any Guarantor, any Swap Obligation if and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal

"Existing Bond"

means the Indenture dated 12 March 2012 between the Parent and U.S. Bank National Association, as trustee for the Parent’s 6.375% senior notes due 2022

"Existing Bond Debt"

means debt or debt securities issued pursuant to the Existing Bond

"Existing GAI RCF Agreement"

means the $150,000,000 revolving credit facility dated 21 September 2012 between Gulfmark Americas, Inc. as original borrower, Gulfmark Offshore, Inc. as parent and original guarantor, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. as arrangers, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. as original lenders, The Royal Bank of Scotland plc as agent and The Royal Bank of Scotland plc as security agent as amended

"Expiry Date"

means, for a Letter of Credit, the last day of its Term

"Facility"

the Revolving Facility or the Swingline Facility

"Facility Office"

means:-

"Fee Letter"

means:-

"Finance Document"

means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Promissory Note, any Fee Letter, any Hedging Agreement, any Resignation Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a "Finance Document" by the Agent and the Parent provided that where the term "Finance Document" is used in, and construed for the purposes of, this Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:-

"Finance Party"

"Financial Covenant"

means a financial covenant set out in Clause 28 (Financial Covenants)

"Financial Indebtedness" or "Indebtedness"

of any Person means, on any date, without duplication,

"Financial Quarter"

means the period commencing on the day after one Quarter Date and ending on the next Quarter Date

"Financial Year"

means the annual accounting period of the Group ending on 31 December each year

"Fleet Report Template"

means the example vessel status report delivered to the Agent by the Parent pursuant to paragraph 12(f) of Schedule 2 (Conditions Precedent)

"Foreign Subsidiary"

means any Subsidiary of a Borrower that is not organized under the laws of the United States of America, any state thereof or the District of Columbia

"Funds Flow Statement"

means a funds flow statement in agreed form

"GAAP"

means those principles and practices which are recognised as such by the Financial Accounting Standards Board of the United States of America

"Governmental Authority"

means:-

"Gross Outstandings"

means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft but calculated on the basis that the words "(net of any Available Credit Balance)" in paragraph (a) of the definition of "Ancillary Outstandings" were deleted.

"Group"

means the Parent, the Original Borrower and each of their respective Subsidiaries for the time being

"Group Structure Chart"

means the group structure chart in the agreed form

"Guarantee"

means each guarantee granted in accordance with Clause 25 (Guarantee and Indemnity)

"Guarantor"

means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 34 (Changes to the Obligors)

"Hedge Counterparty"

means (i) any Lender or (ii) any Affiliate of any Lender which has become a Party as a Hedge Counterparty in accordance with Clause 32.8 (Accession of Hedge Counterparties)

"Hedging Agreement"

means, subject to paragraph 2 of Schedule 10 (Hedging Agreements), any master agreement, confirmation, schedule or other agreement in agreed form entered into or to be entered into by a Borrower and a Hedge Counterparty for the purpose of hedging interest rate risks or liabilities in relation to the facilities made available under this Agreement

"Holding Company"

means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary

"Impaired Agent"

means the Agent at any time when:-

an Insolvency Event has occurred and is continuing with respect to the Agent or its direct or indirect parent company,

"Increase Confirmation"

means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation)

"Increase Lender"

has the meaning given to that term in Clause 2.2 (Increase Following Commitment Cancellation)

"Insolvency Event"

in relation to a Finance Party means that the Finance Party:-

"Insolvency Officer"

means any liquidator, trustee in bankruptcy, judicial custodian or manager, compulsory manager, receiver, receiver and manager, administrative receiver, administrator or other similar officer, in each case, appointed in any jurisdiction

"Insurances"

in relation to a Collateral Vessel, means all policies and contracts of insurance (including but not limited to hull and machinery, all entries in protection and indemnity or war risks associations) which are from time to time taken out or entered into in respect of or in connection with that Collateral Vessel or her increased value and (where the context permits) all benefits thereof, including all claims of any nature and returns of premium

"Insurance Report"

means an insurance report prepared by BankServe Insurance Services Ltd and dated on or around the date of this Agreement and addressed to, and/or capable of being relied upon by, the Reliance Parties

"Interest Period"

means, in relation to a Revolving Facility Loan, each period determined in accordance with Clause 17 (Interest Periods- Revolving Facility Loans) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 16.3 (Default interest)

"Interpolated Screen Rate"

means, in relation to LIBOR, EURIBOR or CDOR for any Loan, the rate per annum (rounded to the same number of decimal places as the Screen Rate) which results from interpolating on a linear basis between:

"Intra-Group Loan"

means any agreement constituting Financial Indebtedness between an Obligor and any other Person in the Group

"IRS"

means the United States Internal Revenue Service

"ISM Code"

means the International Safety Management Code 2002 regarding the safe management and operation of ships and for pollution prevention

"ISPS Code"

means the International Ship and Port Security Code as adopted by the Conference of Contracting Governments to the Safety of Life at Sea Convention 1974 on 13 December 2002 and incorporated as Chapter XI-2 of the Safety of Life at Sea Convention 1974

"Issuing Bank"

means each Party identified above as issuing banks and any Party which has become an Issuing Bank pursuant to Clause 6.9 (Appointment of additional Issuing Banks) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the "Issuing Bank" shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.

"ITA"

means the Income Tax Act 2007

"Joint Venture"

means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership entity

"L/C Proportion"

means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender's Available Commitment to the relevant Available Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.

"Lead Arranger"

means The Royal Bank of Scotland plc

"Legal Opinion"

means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 34 (Changes to the Obligors)

"Legal Reservations"

means:-

"Lender"

means:-

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase Following Commitment Cancellation) or Clause 32 (Changes to the Lenders)

"Letter of Credit"

means:

"LIBOR"

means, in relation to any Loan:

"Lien"

means, with respect to any asset:

"Limitation Acts"

means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984

"LMA"

means the Loan Market Association

"Loan"

means a Revolving Facility Loan or a Swingline Loan

"Major Event of Default"

means:-

any circumstances constituting an Event of Default under Clause 30.1 (Non payment of principal), Clause 30.2 (Non payment of Interest), Clause 30.3 (Non payment of other amounts), Clause 30.4 (Financial Covenants and other obligations), Clause 30.8 (Insolvency) to Clause 30.11 (Unlawfulness and invalidity), Clause 30.15 (Expropriation), Clause 30.16 (Repudiation and rescission of agreements) or Clause 30.18 (Challenge to registration),

but, in either case, only for so long as such Major Event of Default is continuing.

"Majority Lenders"

means Lenders (unless there is only one Lender) whose Revolving Facility Commitments aggregate more than 50 per cent. of the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments have been reduced to zero, aggregated more than 50 per cent. of the Total Revolving Facility Commitments immediately prior to that reduction)

"Manager"

means the Original Borrower or any entity within the Group.

"Margin"

means in relation to any Revolving Facility Loan or Unpaid Sum:-

until 30 September 2014, 2.0 per cent per annum; and

thereafter, the percentage rate per annum shall be determined by reference to the Capitalisation Ratio calculated as at the most recent Quarter Date such that the percentage rate per annum applicable during any Financial Quarter commencing on or after 1 October 2014 shall be that set out below in the column opposite the applicable Capitalisation Ratio:-

Capitalisation Ratio

Margin

% p.a.

Greater than 45%

2.75

Greater than 40% but less than or equal to 45%

2.5

Greater than 35% but less than or equal to 40%

2.25

Greater than 30% but less than or equal to 35%

2.0

Greater than 25% but less than or equal to 30%

1.75

Less than or equal to 25%

1.5

provided however:-

any increase or decrease in the Margin for a Revolving Facility Loan shall take effect on the date (the "reset date") which is the first day of the next Interest Period for that Revolving Facility Loan following receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 27.2 (Provision and contents of Compliance Certificate);

if, following receipt by the Agent of the annual audited financial statements of the Group and related Compliance Certificate, those statements and Compliance Certificate do not confirm the basis for a reduced Margin, then the provisions of Clause 16.2 (Payment of interest) shall apply and the Margin for that Revolving Facility Loan shall be the percentage per annum determined using the table above and the revised Capitalisation Ratio calculated using the figures in the Compliance Certificate;

while an Event of Default is continuing, the Margin for each Revolving Facility Loan under the Revolving Facility shall be (A) the highest percentage per annum set out above for a Revolving Facility Loan under the Revolving Facility plus (B) two (2) per cent; and

for the purpose of determining the Margin, Capitalisation Ratio and Relevant Period shall be determined in accordance with Clause 28 (Financial covenants).

"Margin Stock"

has the meaning set forth in Regulation U issued by the Board of Governors of the United States Federal Reserve System

"Material Adverse Effect"

means a material adverse effect on:-

"Material Company"

means, at any time:-

"Month"

means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:-

"Multi-account Overdraft"

means an Ancillary Facility which is an overdraft facility covering more than one account.

"Multiemployer Plan"

means a "multiemployer plan" (as defined in Section (3)(37) of ERISA) contributed to for any employees of each Borrower or any of its ERISA Affiliates

"Net Cash Proceeds"

means:-

"Net Outstandings"

means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft.

"New Build Vessels"

means each of the following vessels to be flagged in the United States:-

"New Commitments Accession Letter"

means a confirmation substantially in the form set out in Schedule 14 (Form of New Commitments Accession Letter)

"New Commitments Lender"

has the meaning given to it in Clause 2.3 (Accordion Option)

"New Lender"

has the meaning given to that term in Clause 32 (Changes to the Lenders)

"New Vessels"

has the meaning given to such terms in Clause 31 (Collateral Vessel Sale, Substitution and Addition)

"New York Business Day"

means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City

"Non-Acceptable L/C Lender"

means a Lender under the Revolving Facility which:

"Non-Consenting Lender"

has the meaning given to that term in Clause 45.3 (Replacement of Lender)

"Notifiable Debt Purchase Transaction"

has the meaning given to that term in Clause 33.2.2

"Obligor"

means a Borrower or a Guarantor

"Obligors' Agent"

means the Parent, as appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors' Agent)

"Optional Currency"

means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies)

"Original Budget"

means the "six plus six" forecast for the period from 1 January 2014 to 31 December 2014, prepared by the Parent in respect of the Parent and its Subsidiaries and delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent)

"Original Financial Statements"

means:-

"Original Fleet Mortgage"

means the first priority mortgages over the Collateral Vessels entered into by the Original Borrower in favour of the Security Agent on or about the date hereof

"Original Obligor"

means the Original Borrower or the Original Guarantor

"Original Swingline Lender"

means an Original Lender listed in Part 2B of Schedule 1 (The Original Parties) as a swingline lender

"Other Hedging Arrangement"

means any interest rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option. interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit default swap or any other similar transaction (including any option with respect to any of these transactions), in each case which is not a Hedging Agreement.

"Overall Commitment"

of a Lender means:

"Participating Member State"

means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union

"Party"

means a party to this Agreement

"PBGC"

means the U.S. Pension Benefit Guaranty Corporation, or any entity succeeding to all or any of its functions under ERISA.

"Permitted Acquisition"

means any acquisition (by merger, consolidation, asset purchase or otherwise) by the Obligor of all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person, if:

"Permitted Subordinated Indebtedness"

means Financial Indebtedness of each Borrower which

"Permitted Vessel Security"

means:

"Pre-Approved Classification Society"

means the American Bureau of Shipping

"Pro-Forma Compliance"

means, with respect to any event, that the applicable Obligor is in pro forma compliance with each of the financial covenants set forth in Clause 28.1 (Financial covenants) hereof, recomputed as if the event with respect to which Pro Forma Compliance is being tested had occurred on the first day of each relevant period with respect to which current compliance with any such financial covenant would be determined (for example, in the case of any such financial covenant based on Consolidated Adjusted EBITDA, as if such event had occurred on the first day of the four fiscal quarter period ending on the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Clause 27.1 (Financial statements) hereof). Pro forma calculations made pursuant to this definition that require the calculation of Consolidated Adjusted EBITDA on a pro forma basis will be made in accordance with the last paragraph of the definition of such term, except that, when testing Pro Forma Compliance with respect to any acquisition or disposition, references to Material Acquisition and Material Disposition in such last paragraph will be deemed to include such acquisition and disposition

"Promissory Note"

means a promissory note delivered to the Agent by the Original Borrower as a condition precedent to the Closing Date or any other additional, substitute or replacement promissory note delivered by a Borrower under this Agreement

"Qualified ECP Guarantor"

means, in respect of any Swap Obligation, each Obligor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act

"Qualifying Lender"

has the meaning given to that term in Clause 20 (Tax gross-up and indemnities)

"Quarter Date"

means each 31 March, 30 June, 30 September and 31 December, the first such Quarter Date being 30 September 2014

"Quotation Day"

means, in relation to any period for which an interest rate is to be determined:-

"Receiver"

means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property

"Recovery Event"

means any settlement of or payment in respect of any Collateral Vessel or casualty insurance claim or any condemnation proceeding relating to any Collateral Vessel

"Reference Bank Rate"

means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:-

"Reference Bank Quotation"

means any quotation supplied to the Agent by a Reference Bank.

"Reference Banks"

means:

"Refinancing Indebtedness"

means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to extend, renew, refinance, replace, defease or refund, or in exchange for existing Indebtedness ("Refinanced Debt"); provided that

"Related Fund"

in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund

"Relevant Interbank Market"

means:

"Relevant Jurisdiction"

means, in relation to an Obligor:-

"Relevant Period"

means each period of twelve months ending on or about the last day of each Financial Quarter

"Reliance Parties"

means the Agent, each Arranger, the Security Agent, each Issuing Bank, each Hedge Counterparty, each Ancillary Lender, each Original Lender and each person which becomes a Lender on the date of this Agreement

"Renewal Request"

means a written notice delivered to the Issuing Bank (with a copy to the Agent) in accordance with Clause 6.6 (Renewal of a Letter of Credit).

"Repayment Date"

means the last day of an Interest Period for a Loan

"Repeating Representations"

means each of the representations set out in Clause 26 (Representations) other than Clause 26.10 (Deduction of Tax), Clause 26.12 (No misleading information), Clause 26.13.3, Clause 26.14 (No proceedings pending or threatened), Clause 26.15 (No breach of laws), Clause 26.16 (Environmental laws), Clause 26.17.3 (Taxation), Clause 26.22 (Group Structure Chart), Clause 26.25 (No adverse consequences), Clause 26.27 (Anti-corruption laws) and Clause 26.28 (Sanctions laws).

"Reports"

means the Insurance Report