(

) LONG-TERM DEBT

Our long-term debt at

December

31,

2017

for the Successor, and

December 31, 2016

for the Predecessor, consisted of the following (in thousands):

	Successor			Predecessor
	December 31, 2017			December 31, 2016

Term Loan Facility	$	100,000		$	-
Revolving Credit Facility		-			-
Senior Notes Due 2022		-			429,640
Multicurrency Facility Agreement		-			49,000
Norwegian Facility Agreement		-			11,157
		100,000			489,797
Debt Premium		-			423
Debt Issuance Costs		(7,635	)		(6,894	)
Total	$	92,365		$	483,326

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

Year	Debt Maturity
	(In thousands)
2018		-
2019		-
2020		10,000
2021		20,000
2022		70,000
Thereafter		-
Total	$	100,000

Credit Facility Agreement

November 14, 2017,

GulfMark Rederi AS, or Rederi, a subsidiary of GulfMark Offshore, Inc., entered into an agreement, or the Credit Facility Agreement, with DNB Bank ASA, New York Branch, as agent, DNB Capital LLC as revolving and 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, or the Revolving Credit Facility, and a senior secured term loan facility, or the Term Loan Facility (or, together, the Facilities). The Revolving Credit Facility provides

$25.0

million of borrowing capacity, including

$12.5

million for swingline loans and

$5.0

million for letter of credit. The Term Loan Facility provides a

$100.0

million term loan, which was funded in full on the

November 14, 2017.

Borrowings under the Revolving Credit Facility

may

be denominated in U.S. Dollars, NOK, GBP and Euros. Both Facilities mature on

November 14, 2022. At December 31, 2017, we had $23.3 million of unused borrowing capacity under the Revolving Credit Facility.

Our costs incurred to negotiate and close the Credit Facility Agreement totaled

$9.6

million. These costs are deferred and amortized into interest expense in our consolidated statements of operations. We attributed

$7.8

million, or

80%,

of the debt issuance costs to the Term Loan Facility. These costs are amortized into interest expense using the effective interest method. The unamortized cost totaling

$7.6

million at

December 31, 2017,

is presented in our consolidated balance sheets as an offset to our Term Loan Facility borrowing. We attributed

$1.8

million, or

20%,

of the debt issuance costs to the Revolving Credit Facility. These costs are amortized into interest expense using the straight-line method over the term of the agreement. The unamortized cost totaling

$1.7

million at

December 31, 2017,

is presented in our consolidated balance sheets in deferred costs and other assets.

Borrowings under the Facilities accrue interest on U.S. Dollar borrowings at our option using either (i) the adjusted U.S. prime rate, or ABR, plus

5.25%,

or (ii) the LIBOR Rate plus

6.25%.

NOK loans substitute LIBOR with an adjusted Norwegian offered quotation rate for deposits in NOK and Euro loans substitute LIBOR with an adjusted euro interbank offered rate administered by the European Money Markets Institute.

December 31, 2017,

we had

$100.0

million in borrowings outstanding under the Term Loan Facility and

borrowings outstanding under the Revolving Credit Facility. At

December 31, 2017,

we had

$25.0

million of borrowing capacity under the Revolving Credit Facility. At

December 31, 2017,

our weighted average interest rate on borrowings under the Term Loan Facility was

7.8%.

Repayment of borrowings under the Facilities is guaranteed by GulfMark Offshore, Inc. and each of its significant subsidiaries (or, collectively, with Rederi, the Obligors), and are secured by a lien on

collateral vessels, or the Collateral Vessels, and substantially all other assets of the Obligors.

Commitments under the Revolving Credit Facility will be reduced beginning on

November 14, 2020

in semiannual increments of approximately

$3.1

million until maturity. The Term Loan Facility is payable in semiannual installments beginning on

November 14, 2020

and based on a

five

-year level principal payment schedule, payable semiannually.

Term Loan Facility prepayments prior to

November 14, 2019

are subject to a make-whole premium based on the present value of interest otherwise payable from the prepayment date forward. Prepayments on or after

November 14, 2019

and prior to

November 14, 2020

are subject to a

premium. Mandatory prepayments, other than those triggered by a casualty event, are subject to prepayment premiums. Mandatory prepayments are required upon the occurrence of certain events including, but

not

limited to, a change of control or the sale or total loss of a Collateral Vessel. Prepayments of the Revolving Credit Facility are

not

materially restricted or penalized.

The Credit Facility Agreement was evaluated for embedded derivatives that must be bifurcated and separately accounted for as freestanding derivatives. The nature of any embedded features must be analyzed to determine whether each feature requires bifurcation by both (

) meeting the definition of a derivative and (

)

not

being considered clearly and closely related to the host contract. We have identified

three

features in the Credit Facility Agreement that are considered embedded derivatives. There is a contingent interest feature related to default interest, a breakage costs potential

not

related to prepayments, and certain potential contingent payments related to increased costs caused by changes in law. We determined that the value of these features are de minimis at the inception of the agreement and that we do

not

foresee events that would require a value adjustment in our consolidated financial statements. We will continue to assess the likelihood of triggering events and to the extent they are determined to be material, these features will be bifurcated from the debt instrument and subsequently marked to fair value through earnings.

The Credit Facility Agreement contains financial covenants that require that we maintain: (i) minimum liquidity of

$30.0

million, including

$15.0

million in cash, (ii) a leverage ratio (total debt to

months EBITDA) of

not

more than

5.0

1.0,

tested quarterly beginning

December 31, 2020, (

iii) a total debt to capital ratio, tested quarterly,

not

to exceed

0.45

1.0,

and (iv) a collateral to commitment coverage ratio of at least

2.50

1.0.

The Credit Facility Agreement contains a number of restrictions that limit our ability to, among other things, sell Collateral Vessels, borrow money, make investments, incur additional liens on assets, buy or sell assets, merge, or pay dividends and contain a number of potential events of default related to our business, financial condition and vessel operations. Collateral Vessel operations are also subject to a variety of restrictive provisions. Proceeds from borrowings under the Credit Facility Agreement

may

not

be used to acquire vessels or finance business acquisitions generally. At

December 31, 2017,

we were in compliance with all of the financial covenants under the Credit Facility Agreement.

Predecessor

’s Senior Notes Due

2022

March

and

December 2012,

the Predecessor issued

$500.0

million aggregate principal amount of

6.375%

senior notes due

2022,

or the Senior Notes. In

2015

and

2016,

the Predecessor repurchased in the open market

$70.4

million face value of the Senior Notes, recording gains on extinguishment of debt totaling

$35.9

million in

2016,

leaving

$429.6

million aggregate principal amount of the Senior Notes outstanding at

December 31, 2016.

In conjunction with the Senior Notes offering, the Predecessor incurred a total of

$12.7

million in debt issuance costs, of which

$6.9

million remained unamortized at

December 31, 2016.

The Predecessor also sold the Senior Notes at a premium, of which

$0.4

million remained unamortized at

December 31, 2016.

In the

first

quarter of

2017,

based on negotiations that were underway with holders of the Predecessor’s Senior Notes, it became evident that the restructuring of our capital structure would

not

include a restructuring of the Senior Notes, and that the Senior Notes, as demand obligations, would

not

be repaid under the terms of the Senior Note indentures in the ordinary course of business. As a result, the Predecessor accelerated the amortization of the debt premium and debt issuance costs, recording additional interest expense of

$6.3

million in the

first

quarter of

2017.

In accordance with the Plan and the RSA (see Note

for detailed discussion of the bankruptcy and emergence), upon emergence from bankruptcy each holder of the Predecessor’s Senior Notes received (subject to Jones Act limitations described herein) in exchange for its Senior Notes and accrued interest, its pro rata share of

35.65%

of the Successor Equity. The Jones Act, which applies to companies that engage in 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. On the Effective Date, certain Noteholders who were eligible to receive common stock of the Successor pursuant to the Plan or the Rights Offering but who are non-U.S. holders received Noteholder Warrants to acquire common stock of the Successor at an exercise price of

$.01

per share. In total, the Successor issued

2,267,408

shares of its common stock and

1,297,590

Noteholder Warrants to the Predecessor’s former Noteholders in exchange for

100%

of the outstanding Senior Notes and accrued interest. The Predecessor recorded a

$343.0

million gain on settlement of liabilities subject to compromise as a result of the exchange.

Predecessor

’s Multicurrency Facility Agreement

The Predecessor was party to a senior secured, revolving multicurrency credit facility, or the

Multicurrency Facility Agreement, among GulfMark Offshore, Inc., as guarantor,

one

of the Predecessor’s 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, and the other parties thereto. The Multicurrency Facility Agreement had a scheduled maturity date of

September 26, 2019

and, as amended, committed 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 contained a sublimit of

$25.0

million for swingline loans and a sublimit of

$5.0

million for the issuance of letters of credit. The Multicurrency Facility Agreement was secured by

vessels owned by the Borrower.

The Predecessor had unamortized fees paid to the arrangers, the agent and the security trustee totaling

$2.5

million at

December 31, 2016,

which fees were amortized into interest cost on a straight-line basis over the term of the Multicurrency Facility Agreement.

In the

first

quarter of

2017,

based on negotiations that were underway with the lenders, it became evident that the restructuring of our capital structure would

not

include a restructuring of the Multicurrency Facility Agreement

, and that the Multicurrency Facility Agreement

, as a demand obligation, would

not

be repaid under the terms of the Multicurrency Facility Agreement

in the ordinary course of business. As a result, the Predecessor accelerated the amortization of debt issuance costs, recording additional interest expense of

$2.3

million in the

first

quarter of

2017.

November 14, 2017,

in conjunction with the emergence from bankruptcy, the Predecessor repaid all amounts outstanding under the

Multicurrency Facility Agreement, including accrued interest, and terminated the agreement.

Predecessor

’s Norwegian Facility Agreement

The Predecessor was party to a senior secured revolving credit facility, or the Norwegian Facility Agreement, among GulfMark Offshore, Inc., as guarantor,

one

of the Predecessor

’s indirect wholly-owned subsidiaries, Rederi, 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 had a scheduled maturity date of

September

30,

2019

and committed the Norwegian Lender to provide loans of up to an aggregate principal amount of

600.0

million NOK (or approximately

$73.1

million using the

2017

year end rate) at any

one

time outstanding, subject to certain terms and conditions. The Norwegian Facility Agreement was secured by

seven

vessels owned by our subsidiary GulfMark UK Ltd. and by

five

vessels of the Norwegian Borrower.

The Predecessor had unamortized fees paid to the arrangers, the agent and the security trustee totaling

$1.2

million at

December 31, 2016,

which fees were amortized into interest cost on a straight-line basis over the term of the Norwegian Facility Agreement.

In the

first

quarter of

2017,

based on negotiations that were underway with the lenders, it became evident that the restructuring of our capital structure would

not

include a restructuring of the Norwegian Facility Agreement

, and that the Norwegian Facility Agreement

, as a demand obligation, would

not

be repaid under the terms of the Norwegian Facility Agreement

in the ordinary course of business. As a result, the Predecessor accelerated the amortization of debt issuance costs, recording additional interest expense of

$1.1

million in the

first

quarter of

2017.

May 18, 2017,

Rederi, as borrower, the other loan parties party thereto, the lenders and DNB Bank ASA, as arranger and agent, entered into an agreement that amended and restated the Norwegian Facility Agreement

in order to provide funds to Rederi for purposes of making loans to GulfMark Offshore, Inc., as debtor, under the intercompany debtor-in-possession credit agreement among the debtor, as borrower, Rederi, as lender, and DNB Bank ASA, as issuing bank. Pursuant to the Norwegian Facility Agreement

as so amended and restated, the Norwegian Lender agreed to make an additional

$35.0

million senior secured term loan facility available to Rederi. To secure such term loan facility, Rederi, a wholly owned subsidiary of GulfMark Norge AS, or the Norwegian Parent, and GulfMark UK Ltd., or the UK Guarantor, a wholly owned subsidiary of GulfMark North Sea Limited, or the UK Parent, agreed to place mortgages in favor of the Norwegian Lender on certain additional, previously unencumbered vessels owned by Rederi and certain of our other subsidiaries. In addition, the UK Parent and the Norwegian Parent pledged their shares in the UK Guarantor and Rederi, respectively, to the Norwegian Lender.

November 14, 2017,

in conjunction with the emergence from bankruptcy, the Predecessor repaid all amounts outstanding under the Norwegian Facility Agreement, including amounts borrowed to support such intercompany debtor-in-possession credit agreement, including accrued interest, and terminated the agreement.