(4)	LONG-TERM DEBT

Our long-term debt at June 30, 2016 and December 31, 2015 consisted of the following:

	June 30, 2016			December 31, 2015
	(In thousands)
Senior Notes Due 2022	$	429,640		$	499,000
Multicurrency Facility Agreement		28,000			-
Norwegian Facility Agreement		11,194			-
		468,834			499,000
Debt Premium Associated with the Senior Notes		480			607
Debt Issuance Costs Associated with the Senior Notes		(7,400	)		(9,018	)
Total	$	461,914		$	490,589

The following is a summary of scheduled debt maturities by year:

Year	Debt Maturity
	(In thousands)
2016	$	-
2017		-
2018		-
2019		39,194
2020		-
Thereafter		429,640
Total	$	468,834

Senior Notes Due 2022

In March and December 2012, we issued $500.0

million aggregate principal amount of 6.375% senior notes due 2022, or the Senior Notes. The Senior Notes pay interest semi-annually on March 15 and September 15. Prior to March 15, 2017, we may redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. The make-whole premium is based on the U.S. Treasury Rate plus 50 basis points. On and after March 15, 2017, we may redeem some or all of the Senior Notes at the redemption prices (expressed as percentages of principal amount) equal to 103.188% for the twelve-month period beginning March 15, 2017, 102.125% for the twelve-month period beginning March 15, 2018, 101.063% for the twelve-month period beginning March 15, 2019 and 100.000% beginning March 15, 2020 and thereafter, plus accrued and unpaid interest to the redemption date.

In December 2015, we repurchased in the open market $1.0 million face value of the Senior Notes leaving $499.0 million aggregate principal amount of the Senior Notes outstanding at December 31, 2015. In the first six months of 2016, we repurchased in the open market $69.4 million face value of the Senior Notes leaving $429.6 million outstanding at June 30, 2016. We recorded a gain totaling approximately $25.8 million upon the repurchase of the Senior Notes in the second quarter of 2016, which gain is included in other income and expense in our consolidated statements of operations. The gain for the six months ended June 30, 2016 was $35.9 million. Depending on market conditions we may, from time to time, continue to repurchase the Senior Notes in the open market or otherwise.

In conjunction with the Senior Notes offering, we incurred a total of $12.7

million in debt issuance costs. In prior periods, debt issuance costs were included in our consolidated balance sheet under deferred costs and other assets. Under the provisions of ASU No. 2015-03, discussed in Note 1, the unamortized balance in debt issuance costs is included in our consolidated balance sheet as a direct deduction from the face amount of the Senior Notes. The change in accounting principle was applied retrospectively, therefore, the December 31, 2015 presentation of deferred costs and other assets and long term debt in our consolidated financial statements has been adjusted to conform to the standard. The effective interest rate on the Senior Notes, adjusted for the premium and debt issuance costs, is 6.73%.

At June 30, 2016, the fair value of the Senior Notes, based on quoted market prices, was approximately $180.9 million compared to a carrying amount of $429.6 million.

Multicurrency Facility Agreement

We are party to a senior secured, revolving multicurrency credit facility, or the Multicurrency Facility Agreement, among GulfMark Offshore, Inc., as guarantor, one of our indirect wholly-owned subsidiaries, GulfMark Americas, Inc., as the Borrower, a group of financial institutions as the lenders and the Royal Bank of Scotland plc, as agent for the lenders. The Multicurrency Facility Agreement has a scheduled maturity date of September 26, 2019 and, as amended, commits the lenders to provide revolving loans of up to $100.0 million at any one time outstanding, subject to certain terms and conditions set forth in the Multicurrency Facility Agreement, and contains a sublimit of $25.0 million for swingline loans and $5.0 million for the issuance of letters of credit. Revolving loans drawn under the Multicurrency Facility Agreement accrue interest at the London Interbank Offered Rate, or LIBOR, plus an applicable margin which may range from 2.75% to 4.00%, while swingline loans drawn under the Multicurrency Facility Agreement accrue interest at the alternate base rate. The applicable margin is determined by reference to the capitalization ratio calculated as of the last day of the most recent fiscal quarter. The fee for unused commitments is 1.25% per annum. We are subject to certain covenants and other obligations under the Multicurrency Facility Agreement, which include, among other things:

●

the maintenance of a capitalization ratio not to exceed 60% at the end of each fiscal quarter;

●

the maintenance of a minimum consolidated interest coverage ratio for any period of four consecutive fiscal quarters, of 1.5 to 1.0 beginning on September 30, 2017 and increasing periodically thereafter;

●

the maintenance of a minimum collateral to debt ratio of 3.0 to 1.0 at the end of each fiscal quarter;

●

the maintenance of a minimum collateral to commitments ratio of 2.0 to 1.0 at the end of each fiscal quarter;

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the maintenance of a minimum consolidated adjusted EBITDA, at the end of each fiscal quarter, of $15.0 million for the nine month period ending June 30, 2016 and $20.0 million for the twelve month period ending September 30, 2016 and thereafter;

●

the maintenance of a minimum liquidity amount of $35.0 million (as determined under the Multicurrency Facility Agreement) at the end of each fiscal quarter;

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the delivery of a monthly information packet to the agent;

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the delivery of an appraised value for each of the collateral vessels to the agent in each fiscal quarter;

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the mandatory prepayment of any loans outstanding if, at the end of a fiscal quarter, we have cash, on a consolidated basis, in excess of $35.0 million;

●

a prohibition against drawing loans under the Multicurrency Facility Agreement for the purpose of funding payments on our platform supply vessel, or PSV, to be delivered by Simek;

●

the limitation of the amount of cash we may invest for certain capital expenditures, acquisitions, joint ventures, dividends and share repurchases;

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the limitation of acquisitions, mergers, consolidations, joint ventures, changes of business, changes of ownership, indebtedness and asset sales, subject to certain exceptions; and

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the prohibition of liens on certain of our assets, subject to certain exceptions.

We have unamortized fees paid to the arrangers, the agent and the security trustee totaling $2.8 million at June 30, 2016, which fees are being amortized into interest cost on a straight-line basis over the life of the Multicurrency Facility Agreement.

The Multicurrency Facility Agreement is secured by 25 vessels of the Borrower. The collateral that secures the loans under the Multicurrency Facility Agreement may also secure all of the Borrower’s obligations under any hedging agreements between the Borrower and any lender or other hedge counterparty to the Multicurrency Facility Agreement.

We unconditionally guaranteed all existing and future indebtedness and liabilities of the Borrower arising under the Multicurrency Facility Agreement and other related loan documents. Such guarantee may also cover obligations of the Borrower arising under any hedging arrangements. At June 30, 2016, we had $28.0 million borrowed and outstanding under the Multicurrency Facility Agreement and we were in compliance with all the covenants under the Multicurrency Facility Agreement. The unused borrowing capacity under the Multicurrency Facility Agreement at June 30, 2016, after giving effect to standby letters of credit, was $70.7 million. The weighted average interest rate on our outstanding borrowings under the Multicurrency Facility Agreement was 3.86%.

If we need to supplement our cash flow or results of operations to continue to comply with the financial covenants under our Multicurrency Facility Agreement

, we may sell or stack additional vessels, reduce the onshore and offshore workforce or adjust the capital structure through open market purchases of debt at fair value, or take other measures. If necessary, we may seek amendments to our Multicurrency Facility Agreement

depending on facts and circumstances at the time. There can be no assurance, however, that we would be able to negotiate acceptable terms for any such amendment.

Norwegian Facility Agreement

We are also party to a senior secured revolving credit facility, or the Norwegian Facility Agreement, among GulfMark Offshore, Inc., as guarantor, one of our indirect wholly-owned subsidiaries, GulfMark Rederi AS, as the borrower, which we refer to as the Norwegian Borrower, and DNB Bank ASA, a Norwegian bank, as lead arranger and lender, which we refer to as the Norwegian Lender. The Norwegian Facility Agreement has a scheduled maturity date of September 30, 2019 and commits the Norwegian Lender to provide loans of up to an aggregate principal amount of 600.0 million NOK (or approximately $71.8 million at June 30, 2016) at any one time outstanding, subject to certain terms and conditions. Loans under the Norwegian Facility Agreement accrue interest at the Norwegian Interbank Offered Rate, or NIBOR or, if the loan is denominated in U.S. Dollars, LIBOR, plus an applicable margin which may range from 2.50% to 4.00%, depending on the interest coverage ratio. The fee for unused commitments is 1.25% per annum. We are subject to certain covenants and other obligations under the Norwegian Facility Agreement, which include, among other things:

●

the maintenance of a capitalization ratio not to exceed 60% at the end of each fiscal quarter;

●

the maintenance of a minimum consolidated interest coverage ratio for any period of four consecutive fiscal quarters, of 1.5 to 1.0, beginning at the end of our third fiscal quarter of 2017 and increasing periodically thereafter;

●

the maintenance of a minimum collateral to debt ratio, as defined, of 3.0 to 1.0 at the end of each fiscal quarter;

●

the maintenance of a minimum collateral to commitments ratio, as defined, of 2.0 to 1.0 at the end of each fiscal quarter;

●

the maintenance of a minimum consolidated adjusted EBITDA as of the end of each fiscal quarter, of $15.0 million for the nine month period ending June 30, 2016, and $20.0 million for the twelve month period ending September 30, 2016 and thereafter;

●

the maintenance of a minimum liquidity amount of $35.0 million at the end of each fiscal quarter;

●

the mandatory prepayment of any loans outstanding if, at the end of a fiscal quarter, we have cash, on a consolidated basis, in excess of $35.0 million;

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the mandatory prepayment of any loans outstanding if, after the total loss or sale of a vessel, the fleet market value is less than 300% of the outstanding unpaid loans with the payment of such outstanding loan amounts coming from the proceeds of such sale or the insurance proceeds from such total loss;

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the limitation of mergers, consolidations, divestitures, restructurings and changes of business, subject to certain exceptions;

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the prohibition of liens on certain of its vessels, subject to certain exceptions; and

●

remaining listed on the New York Stock Exchange or another recognized stock exchange.

In June 2016, we entered into an amendment to the Norwegian Facility Agreement

that, among other things:

●

added two vessels as additional collateral; and

●

reflected the change of flag and ownership of one collateral vessel.

We have unamortized fees paid to the arrangers, the agent and the security trustee totaling $1.5 million at June 30, 2016, which fees are being amortized into interest cost on a straight-line basis over the life of the Norwegian Facility Agreement.

The Norwegian Facility Agreement is secured by

seven vessels owned by our subsidiary GulfMark UK Ltd and by three vessels of the Norwegian Borrower and our additional North Sea PSV which is under construction. The collateral that secures the loans under the Norwegian Facility Agreement may also secure all of the Norwegian Borrower’s obligations under any hedging agreements between the Norwegian Borrower and the Norwegian Lender or other hedge counterparty to the Norwegian Facility Agreement.

We unconditionally guaranteed all existing and future indebtedness and liabilities of the Norwegian Borrower arising under the Norwegian Facility Agreement and other related loan documents. Such guarantee may also cover obligations of the Norwegian Borrower arising under any hedging arrangements described above. At June 30, 2016, we had $11.2 million borrowed and outstanding under the Norwegian Facility Agreement and we were in compliance with all the covenants under the Norwegian Facility Agreement. The unused borrowing capacity under the Norwegian Facility Agreement at June 30, 2016 was $60.6 million. The weighted average interest rate on our outstanding borrowings under the Norwegian Facility Agreement was 4.18%.

If we need to supplement our cash flow or results of operations to continue to comply with the financial covenants under our Norwegian Facility Agreement, we may sell or stack additional vessels, reduce the onshore and offshore workforce or adjust the capital structure through open market purchases of debt at fair value, or take other measures. If necessary, we may seek amendments to our Norwegian Facility Agreement depending on facts and circumstances at the time. There can be no assurance, however, that we would be able to negotiate acceptable terms for any such amendment.