Dated      24 January      2005

(1)     GULF OFFSHORE N.S. LIMITED, as borrower (the "Borrower");

(2)     GULFMARK OFFSHORE, INC. as guarantor (the "Guarantor");

(4)     The banks and financial institutions whose names and addresses are set out in
          Schedule 1, as lenders (together the "Lenders" and each a "Lender"); and

(5)     NORDEA BANK FINLAND PLC, NEW YORK BRANCH, (the "Facility Agent") as facility agent
          and security trustee.

(A)     this Agreement is supplemental to a senior secured revolving credit facility agreement dated 23
          December 2004 (the "Principal Agreement") made between the Borrower, the Lenders, the
          Guarantor, Nordea Bank Norge ASA as arranger, the Facility Agent and the Security Trustee
          relating to a loan of fifty million Dollars ($50,000,000) (the "Loan"), of which the principal amount
          outstanding at the date hereof is eight million Dollars ($8,000,000), advanced by the Lenders to
          the Borrower; and

(B)     the Borrower has requested that the terms contained in clause 10.5.1(a)(i), Schedule 6 and
          certain definitions of the Principal Agreement be revised and this Agreement sets out the terms
          and conditions upon which the Lenders shall, at the request of the Borrower, agree to such
          revision.

1     Definitions

1.1  Defined expressions

       Words and expressions defined in the Principal Agreement shall unless the context otherwise
       requires or unless otherwise defined herein, have the same meanings when used in this
       Agreement.

1.2  Definitions

       In this Agreement, unless the context otherwise requires:

       "Loan Agreement" means the Principal Agreement as amended by this Agreement; and

       "Relevant Parties" means the Borrower, the Guarantor and the Charterer or, where the context
       so requires or permits, means any or all of them.

1.3  Principal Agreement

       References in the Principal Agreement to "this Agreement" shall, with effect from the date
       hereof and unless the context otherwise requires, be references to the Principal Agreement as
       amended by this Agreement and words such as "herein", "hereof", "hereunder", "hereafter",
       "hereby" and "hereto", where they appear in the Principal Agreement, shall be construed
       accordingly.

1.4  Headings

       Clause headings and the table of contents are inserted for convenience of reference only and
       shall be ignored in the interpretation of this Agreement.

1.5  Construction of certain terms

       Clause 1.4 of the Principal Agreement shall apply to this agreement (mutatis mutandis) as if set
       out herein and as if references therein to "this Agreement" were references to this Agreement.

2     Agreement of the Lenders

       The Creditors agree with the Borrower that, subject to the terms and conditions of this
       Agreement, the Creditors agree to the amendment of the Principal Agreement on the terms set
       out in clause 0.

3     Amendments to Principal Agreement

3.1  Amendments

       The Principal Agreement shall, with effect from the date hereof, be (and it is hereby) amended
       in accordance with the following provisions (and the Principal Agreement (as so amended) will
       continue to be binding upon each of the parties hereto upon such terms as so amended):

3.1.1 the definitions of "Relevant Fraction" and "Relevant Insured Amount" shall be deleted in clause
        1.2 and the following new definitions inserted in their place: