Item 1.01. Entry into a Material Definitive Agreement .

Exit Credit Facility

On November 14, 2017 (the “ Closing Date ”), GulfMark Rederi AS (“ Rederi ”) entered into an agreement (the “ Credit Facility Agreement ”) with DNB Bank ASA, New York Branch, as agent, DNB Capital LLC as revolving lender and as swingline lender, and certain funds managed by Hayfin Capital Management LLP as term lenders, providing for two credit facilities: a senior secured revolving credit facility (the “ Revolving Credit Facility ”) and a senior secured term loan facility (the “ Term Loan Facility ”, and together with the Revolving Credit Facility, the “ Facilities ”). The Revolving Credit Facility provides for loans of up to $25,000,000, including a $12,500,000 swingline loan subfacility and a $5,000,000 letter of credit subfacility. The Term Loan Facility provides a $100,000,000 term loan, which has been funded in full. The Revolving Credit Facility is available in US dollars, Norwegian krone (“ NOK ”), British pounds sterling, and Euros. The final maturity date for the Facilities is November 14, 2022 (the “ Final Maturity Date ”). The proceeds of the Facilities may be used for (a) the refinancing of indebtedness existing on the Closing Date (including fees and expenses owed on the Closing Date), (b) general working capital purposes, and (c) lending by Rederi, pursuant to a subordinated intercompany loan agreement, to the Company and its subsidiaries party to such agreement. Proceeds of the Facilities may not be used to acquire vessels or finance business acquisitions generally.

Interest rates with respect to US dollar advances under the Revolving Credit Facility and the Term Loan Facility are based on, at Rederi’s option, (i) the adjusted U.S. prime rate (“ ABR ”) plus the applicable margin, or (ii) the LIBOR Rate plus the applicable margin. The applicable margin is 6.25% per annum for LIBOR loans and 5.25% per annum for ABR loans. Loans in NOK will use an adjusted Norwegian offered quotation rate for deposits in NOK rather than LIBOR. Loans in Euros will use an adjusted euro interbank offered rate administered by the European Money Markets Institute, rather than LIBOR.

Repayment of the Facilities is guaranteed by the Company and each of its significant subsidiaries (collectively, and including Rederi, the “ Obligors ”), and will be secured by a lien on 27 collateral vessels (the “ Collateral Vessels ”) and substantially all other assets of Rederi and the Obligors that own Collateral Vessels, including capital stock of the Company’s significant subsidiaries and intercompany loans and receivables. The collateral does not include vessels other than the Collateral Vessels.

Commitments under the Revolving Credit Facility will be reduced by $3,125,000, commencing on November 14, 2020, and in the same amount at consecutive six month intervals thereafter until the Final Maturity Date. Other than as may arise from the foregoing, no amortization of principal amount is required in connection with the Revolving Credit Facility.

The Term Loan Facility amortizes on the basis of a five year level principal payment schedule, payable semiannually, but commencing on the third anniversary of the Closing Date.

Prepayments of the Revolving Credit Facility are not restricted in any material respect, but prepayments of the Term Loan Facility are subject to a number of limits as to size and timing. Prepayments of the Term Loan Facility prior to November 14, 2019 must be accompanied by accrued unpaid interest and a make whole premium that is at least equal to (and could be greater than) the then present value of interest otherwise payable from the prepayment date through such date. Prepayments of the Term Loan Facility on or after November 14, 2019 and prior to November 14, 2020 are subject to a premium equal to 2% of the amount prepaid. Mandatory prepayments are also subject to the foregoing premiums generally, except for a prepayment required due to a total loss of a Collateral Vessel or other casualty event with respect  to any Collateral Vessel. Mandatory prepayments are required under a number of circumstances, including a change of control (with respect to the Company and certain subsidiaries thereof) and the sale or total loss of a Collateral Vessel. The Facilities must be permanently reduced upon any such sale or loss to reflect the value of the Collateral Vessels sold or lost, unless certain collateral related minimum fair market value criteria are satisfied. Insurance proceeds received in respect of Collateral Vessels other than from a total loss generally must be applied as a pro rata mandatory prepayment of the Facilities to the extent not promptly used to redress the damage to the applicable vessel.

The Credit Facility Agreement contains a number of covenants that limit the operational flexibility of the Company and its subsidiaries. The sale of Collateral Vessels is subject to various restrictions, and will trigger payment of a prepayment premium if made during the applicable premium payment period. The Credit Facility Agreement requires Obligors to satisfy certain financial covenants: (i) minimum liquidity covenants of at least $15,000,000 in cash and $30,000,000 minimum liquidity, (ii) a leverage ratio (total debt to 12 months EBITDA) of not more than 5.0 to 1.0, tested quarterly beginning December 31, 2020, (iii) a total debt to capital ratio, tested quarterly, not to exceed 0.45 to 1.0, and (iv) a collateral to commitment coverage ratio (the ratio of aggregate Collateral Vessels’ fair market value to the total outstanding amount, including commitments, of the Facilities) of at least 2.50 to 1.0. Collateral Vessel operations are also subject to a variety of restrictive provisions, including customary provisions related to vessel flag, registry, safety standards, environmental compliance, insurance, technical and commercial management, joint venture activities, modification limits, chartering scope limits, survey and inspection requirements, and other limitations.

The Obligors are also subject to restrictions on additional indebtedness, additional liens on assets, investments, mergers and acquisitions, vessel dispositions, joint ventures, vessel classification maintenance, distributions to equity holders, affiliate transactions, leasing limits and other customary matters. The Facilities are also subject to a variety of events of default related to the business and financial condition of the Obligors and the operation of the Collateral Vessels.

The foregoing description of the Facilities is not complete and is qualified by reference to the complete document, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Warrant Agreements

New Noteholder Warrants

The Jones Act, which applies to companies that engage in maritime transportation of merchandise and passengers between points in the United States (known as marine cabotage services or coastwise trade), requires that, among other things, with respect to a publicly traded company, the aggregate ownership of common stock by Non-U.S. Citizens be not more than 25% of its outstanding common stock. Accordingly, Non-U.S. Citizen creditors who would otherwise be recipients of New Common Stock pursuant to the Plan or the Rights Offerings may receive, in lieu of New Common Stock, New Noteholder Warrants (as defined below) to acquire New Common Stock at a de minimus exercise price, as further described below.

On the Effective Date, the Company entered into a warrant agreement (the “ New Noteholder Warrant Agreement ”) with American Stock Transfer & Trust Company, LLC, as warrant agent (the “ Warrant Agent ”), pursuant to which the Company issued warrants (the “ New Noteholder Warrants ”), entitling the holders thereof to purchase an aggregate of 2,956,859 shares of New Common Stock. The New Noteholder Warrants are exercisable for a 25-year term period commencing on the Effective Date at an exercise price of $0.01 per share.

The foregoing description of the New Noteholder Warrant Agreement is not complete and is qualified by reference to the complete document, which is filed as Exhibit 10.2 hereto, and is incorporated herein by reference.

New E xisting Equity Warrant s

On the Effective Date, the Company entered into a warrant agreement (the “ New Existing Equity Warrant Agreement ”) with the Warrant Agent, pursuant to which the Company issued warrants (the “ New Existing Equity Warrants, ” and together with the New Noteholder Warrants, the “ New Warrants ”) to purchase an aggregate of 810,811 shares of New Common Stock (representing 7.5% of the Reorganized GulfMark Equity), exercisable for a 5-year period commencing on the Effective Date at an exercise price of $100.00 per share (subject to adjustment as described in the New Existing Equity Warrant Agreement).

The New Warrants contain certain provisions to facilitate the Company's compliance with the U.S. Maritime Laws limiting the ownership of its common stock by Non-U.S. Citizens so that it may operate vessels in the coastwise trade of the United States and comply with the Company's obligations under any contracts that it may enter into from time to time with the United States government.

The foregoing description of the New Existing Equity Warrant Agreement is not complete and is qualified by reference to the complete document, which was filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A with the SEC on November 14, 2017, and is incorporated herein by reference.

Registration Rights Agreement

On the Effective Date, the Company and the other signatories thereto (the “ Holders ”) executed a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which the Company agreed to file with the SEC, within 60 days of the receipt of a request by Holders of at least 25% of the Registrable Securities (as defined in the Registration Rights Agreement), a registration statement on Form S-3 or Form S-1, if Form S-3 is not available (the “ Initial Shelf Registration Statement ”), covering resales of the Company’s Registrable Securities held by the Holders. The Registration Rights Agreement further provides that beginning 180 days after the Effective Date, any Holder or group of Holders may request (a “ Demand Registration ”) that the Company effect the registration of all or part of such Holders’ Registrable Securities by filing a registration statement (such registration statement, and including the Initial Shelf Registration Statement, a “ Registration Statement ”) with the SEC; provided that the Company will not be required to file a Registration Statement in response to a Demand Registration, if among other things: (i) the number of Registrable Securities requested to be registered does not equal at least 25% of all Registrable Securities; (ii) a Registration Statement shall have previously been declared effective by the SEC within 180 days preceding the date of such request; or (iii) more than three Demand Registrations have been previously made (subject to certain thresholds).

Pursuant to the terms of the Registration Rights Agreement, the Company agreed to use its commercially reasonable efforts to cause such a Registration Statement to be declared effective as promptly as practicable (provided that an Initial Shelf Registration Statement must reflect fresh-start accounting prior to being declared effective) and to cause such Registration Statement to remain effective until the date specified in the Registration Rights Agreement. The Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to piggyback rights, blackout periods and indemnification.

The foregoing description of the Registration Rights Agreement is not complete and is qualified by reference to the complete document, which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form 8-A with the SEC on November 14, 2017, and is incorporated herein by reference.