Exhibit 10.1

Execution Version

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

This FIRST AMENDMENT (this “ Amendment ”) dated September 21, 2017 is entered into between:

The Company and the Consenting Noteholders are referred to herein together as the “ Amendment Parties .” Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Restructuring Support Agreement (as defined below).

WHEREAS , the Company and the Consenting Noteholders entered into the restructuring support agreement dated May 15, 2017 (as amended, supplemented, or otherwise modified from time to time, the “ Restructuring Support Agreement ”);

WHEREAS , the Amendment Parties wish to amend certain provisions of the Restructuring Support Agreement; and

WHEREAS , the Amendment Parties wish to take such actions necessary to give effect to such amendments.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein and in the Restructuring Support Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree as follows:

1.      Amendments.

(a)      Section 3 of the Restructuring Support Agreement is hereby amended to include the following new Section 3(c) :

“For the avoidance of doubt, to the extent the consent rights described in this Section 3 conflict with the consent rights described in Section 7 , the consent rights described in Section 7 govern.”

(b)      Section 4(b)(viii) of the Restructuring Support Agreement is hereby amended and restated in its entirety as follows:

“by October 10, 2017, the Bankruptcy Court shall have entered an order confirming the Acceptable Plan; provided , that the Company shall use commercially reasonable efforts to seek entry of the foregoing order as soon as reasonably practicable before October 10, 2017.”

(c)      Section 4(b)(ix) of the Restructuring Support Agreement is hereby amended and restated in its entirety as follows:

“as soon as reasonably practicable after October 10, 2017, but in no event later than October 31, 2017, the Debtor shall consummate the transactions contemplated by the Acceptable Plan (the date of such consummation, the “ Effective Date ”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth in the Acceptable Plan) shall be conditions precedent to the occurrence of the Effective Date.”

(d)      Section 7(c)(iii) of the Restructuring Support Agreement is hereby amended and restated as follows:

“by September 27, 2017, the Debtor does not enter into definitive commitment letter(s) for an exit facility of at least $100 million in principal amount with the terms and conditions of such commitment letter(s) (and exhibits) being acceptable to the Consenting Noteholders holding at least 85% of the outstanding principal amount of the Notes held by the Consenting Noteholders, provided that in calculating the foregoing, only Consenting Noteholders who were signatories to this Amendment as of September  21, 2017 (the “ First Amendment Effective Date ”) will be included. For the purposes of the foregoing calculation the amount of Notes held by each Consenting Noteholder shall be the lesser of (i) the Notes held by that Consenting Noteholder as of the First Amendment Effective Date and (ii) the Notes held by that Consenting Noteholder on the date such calculation is made; and”

(e)      Section 7(c) of the Restructuring Support Agreement is hereby amended to include the following Section 7(c)(iv) :

“by 12:01 a.m. E.T. on October 27, 2017, the Debtor does not finalize all loan documentation with respect to an exit facility of at least $100 million in principal amount, the terms and conditions of such loan documentation being acceptable to the Consenting Noteholders holding at least 85% of the Notes held by the Consenting Noteholders, provided that in calculating the foregoing, only Consenting Noteholders who were signatories to this Amendment as of the First Amendment Effective Date will be included. For the purposes of the foregoing calculation the amount of Notes held by each Consenting Noteholder shall be the lesser of (i)  the Notes held by that Consenting Noteholder as of the First Amendment Effective Date and (ii) the Notes held by that Consenting Noteholder on the date such calculation is made.”

2.      Effectiveness.

This Amendment shall become effective and binding on the Company and the Consenting Noteholders in accordance with the terms of the Restructuring Support Agreement upon the execution and delivery by the Company and the Consenting Noteholders of an executed signature page hereto.

3.      Miscellaneous.

(a)     Except as specifically set forth herein, the terms of the Restructuring Support Agreement shall remain in full force and effect and are hereby ratified and confirmed.

(b)     This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Amendment delivered by facsimile, PDF or otherwise shall be deemed to be an original for the purposes of this paragraph.

[ Signature pages follow .]

IN WITNESS WHEREOF, the Amendment Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.

GULFMARK OFFSHORE, INC.


By:      /s/ James M. Mitchell                         

Name: James M. Mitchell

Title: Chief Financial Officer

[Signature Page to Amendment No. 1 to Restructuring Support Agreement]

Exhibit 10.2

Execution Version

FIRST AMENDMENT TO BACKSTOP COMMITMENT AGREEMENT

This FIRST AMENDMENT (this “ Amendment ”) dated September 21, 2017 is entered into between:

The Company and the Commitment Parties are referred to herein together as the “ Amendment Parties ”. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Backstop Commitment Agreement (as defined below).

WHEREAS , the Company and the Commitment Parties entered into the backstop commitment agreement dated May 15, 2017 (as amended, supplemented, or otherwise modified from time to time, the “ Backstop Commitment Agreement ”);

WHEREAS , the Amendment Parties wish to amend certain provisions of the Backstop Commitment Agreement; and

WHEREAS , the Amendment Parties wish to take such actions necessary to give effect to such amendments.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein and in the Backstop Commitment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree as follows:

1.      Amendments.

(a)     The first sentence of Section 2.4(a) of the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:

“(a)     No later than seven (7) Business Days following the Distribution Record Date (as defined in the Plan), but in no event later than October 20, 2017, the Rights Offering Subscription Agent shall deliver to each Commitment Party a written notice (the “ Funding Notice ”) of:”

(b)     The first sentence of Section 2.4(b) of the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:

“(b)      No earlier than the fourth (4th) Complete Business Day following receipt of the Funding Notice and no later than 12:00 p.m. E.T. two (2) Business Days prior to the Effective Date (such date, the “ Subscription Funding Date ”), each Commitment Party shall deliver and pay its Funding Amount by wire transfer in immediately available funds in U.S. dollars into the Subscription Account in satisfaction of such Commitment Party’s Backstop Commitment.”

(c)      Section 6.21(h) of the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:

“ by October 10, 2017, the Bankruptcy Court shall have entered an order confirming the Plan; provided , that the Company shall use commercially reasonable efforts to seek entry of the foregoing order as soon as reasonably practicable before October 10, 2017.”

(d)      Section 6.21(i) of the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:

“as soon as reasonably practicable after October 10, 2017, but in no event later than October 31, 2017, the Effective Date shall occur. ”

(e)      Section 9.4(i) of the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:

“the Closing Date has not occurred by 11:59 p.m., New York City time on October  31, 2017 (as it may be extended pursuant to this Section 9.4(i) or Section 2.3(a) , the “ Outside Date ”), unless prior thereto, the Effective Date occurs and the Rights Offering has been consummated; provided , that , the Outside Date may be waived or extended with the prior written consent of the Company and the Requisite Commitment Parties up to the date that is twenty (20) days following the Outside Date (the “ Final Outside Date ”);

(f)      Section 9.5(a) of the Backstop Commitment Agreement is hereby amended and restated in its entirety as follows:

“This Agreement may be terminated by any Commitment Party, as to itself only, upon written notice to the Company if (i)  the Closing Date has not occurred by the Final Outside Date or the RSA has been terminated with respect to such Commitment Party pursuant to Section 7(c) of the RSA, (ii) the Company shall not receive at least $100,000,000 pursuant to the Rights Offering and this Agreement, or (iii) (1) by September 27, 2017, the Company does not enter into definitive commitment letter(s) for an Exit Facility of at least $100,000,000 in the principal amount, with the terms and conditions of such commitment letter(s) (and exhibits) being acceptable to the Consenting Noteholders holding at least 85% of the outstanding principal amount of the Notes held by the Consenting Noteholders, or  (2) by 12:01 a.m. E.T. on October 27, 2017, the Company does not finalize all loan documentation with respect to an Exit Facility of at least $100,000,000 in principal amount, the terms and conditions of such loan documentation being acceptable to the Consenting Noteholders holding at least 85% of the outstanding principal amount of Notes held by the Consenting Noteholders; provided, that in calculating the foregoing (iii)(1) and (iii)(2), (x) only Consenting Noteholders who were signatories to this Amendment as of September 21, 2017 will be included and (y) the amount of Notes held by each such Consenting Noteholder shall be the lesser of (i) the Notes held by that Consenting Noteholder as of September 21, 2017 and (ii) the Notes held by that Consenting Noteholder on the date such calculation is made.”

2.      Effectiveness.

This Amendment shall become effective and binding on the Company and the Commitment Parties in accordance with the terms of the Backstop Commitment Agreement upon the execution and delivery by the Company and the Commitment Parties of an executed signature page hereto.

3.      Miscellaneous.

(a)     Except as specifically set forth herein, the terms of the Backstop Commitment Agreement shall remain in full force and effect and are hereby ratified and confirmed.

(b)     This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Amendment delivered by facsimile, PDF or otherwise shall be deemed to be an original for the purposes of this paragraph.

[ Signature pages follow .]

IN WITNESS WHEREOF, the Amendment Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.

GULFMARK OFFSHORE, INC.


By:      /s/ James M. Mitchell                           

Name: James M. Mitchell

Title: Chief Financial Officer

[ Signature Page to Amendment No. 1 to Backstop Commitment Agreement ]

Exhibit 10.3

EXECUTION VERSION

FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY

DEBTOR IN POSSESSION CREDIT AGREEMENT

This FIRST AMENDMENT TO SENIOR SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of September 21, 2017 (this “ Amendment ”), is entered into among GULFMARK OFFSHORE, INC., a Delaware corporation, as debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “ Borrower ”), GULFMARK REDERI AS, a limited company organized under the laws of Norway, as lender (including its successors and assigns, the “ Lender ”), and DNB BANK ASA, acting through its offices at Solheimsgaten 7C, 5058 Bergen, Norway, organization number 984 851 006, as the issuing bank (including its successors and assigns, the “ Issuing Bank ”).

W   I   T   N   E   S   S   E   T   H  :

WHEREAS, Borrower seeks to amend the Senior Secured Super-Priority Debtor in Possession Credit Agreement, dated as of May 18, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, the Lender and the Issuing Bank, to extend certain milestones relating to the consummation of the Acceptable Plan of Reorganization; and

WHEREAS, the Lender and the Issuing Bank are willing to make the amendments to the Credit Agreement provided herein, but only on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article 1.
DEFINITIONS

Section 1.1      Defined Terms . Unless otherwise defined herein, capitalized terms used herein (including the introductory paragraph and the recitals) shall have the meanings assigned in the Credit Agreement, as amended by this Amendment.

Article 2.
AMENDMENTS

Section 2.1      New Definitions . Annex A to the Credit Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order:

“ Backstop Agreement ” has the meaning assigned to such term in the Notes RSA.

“ Exit Financing Term Sheet ” means the Indicative Summary of Terms and Conditions as delivered by DNB Bank ASA to the Borrower on September 15, 2017, which sets forth the principal terms and conditions for the exit financing for the Chapter 11 Case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time with the written consent of the Borrower, the Lender and the Issuing Bank.

“ First Amendment to the Agreement ” means the First Amendment to Senior Secured Super-Priority Debtor in Possession Credit Agreement, dated as of September 21, 2017, among the Borrower, the Lender and the Issuing Bank.

“ Notes RSA ” means the Restructuring Support Agreement, dated as of May 15, 2017, by and among (i) the Borrower and (ii) certain of the beneficial holders, or investment advisers or managers for the account of beneficial holders, of the 6.375% Senior Notes due 2022 issued pursuant to that certain indenture dated as of March 12, 2012 among the Borrower and U.S. Bank National Association, as trustee, party thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time .

“ Requisite Noteholders ” has the meaning assigned to such term in the Notes RSA.

Section 2.2      Milestones . The definition of “Milestones” set forth in Annex D to the Credit Agreement is hereby amended as follows:

(a)     the phrase “by ninety (90) days after the Petition Date, but in no event later than August 21, 2017” in clause (vi) thereof is hereby deleted in its entirety and replaced with the phrase “by October 10, 2017”;

(b)     the phrase “before August 21, 2017” in clause (vi) thereof is hereby deleted in its entirety and replaced with the phrase “before October 10, 2017”;

(c)     the phrase “by fourteen (14) days after entry of an order confirming the Acceptable Plan of Reorganization, but in no event later than September 4, 2017” in clause (vii) thereof is hereby deleted in its entirety and replaced with the phrase “as soon as reasonably practicable after October 10, 2017, but in no event later than October 31, 2017”; and

(d)     clause (v) thereof is hereby amended and restated in its entirety to read as follows:

“(v) by 11:59 p.m. (New York Time) on September 27, 2017, the Borrower shall have accepted one or more definitive commitment letters from lenders for exit financing credit facilities that provide commitments for an aggregate borrowing capacity to the Borrower, the Lender and/or any of their respective Affiliates of not less than $125,000,000, which commitments shall not be subject to any material conditions other than (1) the effectiveness of the Acceptable Plan of Reorganization and the transactions contemplated thereby, (2) final loan documentation that is satisfactory to the Company and such lenders and that includes the terms of the financing referenced in such commitment letter(s), and (3) in the case of any such commitment letter provided by DNB Capital LLC (and/or any of its affiliates), the conditions set forth in the Exit Financing Term Sheet;”

Article 3.
CONDITIONS PRECEDENT

Section 3.1      Conditions Precedent . This Amendment shall become effective on the date (the “ Effective Date ”) of satisfaction of the following conditions precedent, each in form and substance satisfactory to the Issuing Bank:

(a)     the Issuing Bank shall have received counterparts of this Amendment, duly executed and delivered by the Borrower, the Lender and the Issuing Bank;

(b)     the Issuing Bank shall have received a fully executed amendment to the Notes RSA, in form and substance acceptable to the Issuing Bank in its sole discretion, amending the milestones appearing in Section 4 of the Notes RSA to correspond with the amended milestones effectuated by this Amendment;

(c)     the Issuing Bank shall have received a fully executed amendment to the Backstop Agreement, in form and substance acceptable to the Issuing Bank in its sole discretion, amending the milestones appearing in the Backstop Agreement to correspond with the amended milestones effectuated by this Amendment;

(d)     the Issuing Bank shall have received a fully executed amendment or similar modification to the Long-Term Forbearance Letter, dated June 26, 2017, among The Royal Bank of Scotland plc (“ RBS ”), GulfMark Americas, Inc., and GulfMark Management, Inc., in form and substance acceptable to the Issuing Bank in its sole discretion;

(e)     the Borrower and its Affiliates shall not have actually paid or agreed to pay any extension fee or any other analogous fee in connection with obtaining the amendments referred to in Sections 3.1(b), 3.1(c), or 3.1(d) hereof; and

(f)     immediately before and after giving effect to this Amendment, no Default or Event of Default shall exist.

Article 4.
MISCELLANEOUS

Section 4.1      Representations and Warranties . Each of the Borrower and the Lender hereby represents and warrants as of the date hereof (and, if the date hereof is not the Effective Date, also as of the Effective Date) that, (a) before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, (b) before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement and all other Loan Documents are true and correct in all material respects with the same effect as if made on and as of such date(s), except to the extent such representations and warranties relate specifically to an earlier date, in which case, such representations and warranties were true and correct in all material respects on and as of such earlier date (and except to the extent such representations and warranties are already qualified as to materiality, in which case the applicable materiality qualifier set forth above shall be disregarded with respect to such representations and warranties), (c) the execution, delivery and performance by the Borrower and Lender of this Amendment, and the performance of each Loan Document to which it is a party, are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene any provision of its charter or bylaws, do not violate any law or regulation, or any order or decree of any court or other Governmental Authority, do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any material lease, material agreement or other material instrument entered into or assumed by either party, do not result in the creation or imposition of any Lien upon any of the property of Borrower other than those in favor of the Secured Parties pursuant to the Loan Documents, and do not require the consent or approval of any Governmental Authority or any other Person, (d) this Amendment has been duly executed and delivered by the Borrower and the Lender, (e) this Amendment constitutes a legal, valid and binding obligation of each of the Borrower and the Lender enforceable against each of them in accordance with its terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity, and (f) the Credit Agreement and each of the other Loan Documents constitutes a legal, valid and binding obligation of each of the Borrower and the Lender enforceable against them in accordance with their respective terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity.

Section 4.2      Counterparts . This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. In furtherance of the foregoing, it is understood and agreed that signatures hereto submitted by facsimile or electronic transmission shall be deemed to be, and shall constitute, original signatures.

Section 4.3      Reference to the Effect on the Loan Documents .

(a)     As of the Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ”, “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

(b)     Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)     The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Issuing Bank or the Lender under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d)     This Amendment is a Loan Document

Section 4.4      GOVERNING LAW . THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

[ signature pages follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[Signature Page to First Amendment to Senior Secured Super-Priority Debtor in Possession Credit Agreement]

[Signature Page to First Amendment to Senior Secured Super-Priority Debtor in Possession Credit Agreement]

[Signature Page to First Amendment to Senior Secured Super-Priority Debtor in Possession Credit Agreement]

The undersigned, in its capacity as

Agent (as defined in the NOK Facility) under the NOK

Facility, hereby consents to the amendments

to the Credit Agreement set forth in this

Amendment:


DNB BANK ASA , as Agent under the NOK

Facility



By: /s/ Cathleen Buckley                            
Name: Cathleen Buckley
Title: Senior Vice President

By: /s/ Sybille Andaur                               
Name: Sybille Andaur
Title: First Vice President:

Exhibit 10.4

 EXECUTION VERSION

21 September 2017

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024 United States

Attention: Chief Financial Officer

Syndicated Loans Agency Corporate & Institutional Banking,

250 Bishopsgate London, EC2M 4AA

United Kingdom

Dear Sirs,

Multicurrency Facility Agreement dated 26 September 2014 (as amended, supplemented and/or restated from time to time and as last amended on 31 March 2016) (the “Facility Agreement”, capitalised terms used but not defined herein as therein defined).

The Forbearance Period shall commence upon the satisfaction of the following conditions precedent, each in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders):

To the extent that any other forbearance or standstill agreement entered into by the Parent or any of its subsidiaries (any such agreement, a “ Third Party Forbearance Agreement ”), or any amendment to any Third Party Forbearance Agreement entered into or agreed on or after the date of this Second Long-Term Forbearance Letter during the Forbearance Period, provides any benefit or right to any creditor party thereto that is more favourable than any benefit or right provided under this Second Long-Term Forbearance Letter, taking into account the terms and conditions currently in effect with such creditor party, notwithstanding the relevant Third Party Forbearance Agreement, this Second Long-Term Forbearance Letter shall be amended so as to cause any such benefit or right to be made available to the Lenders concurrently with making any such benefit or right available, and on comparable terms as it is made available, to any such other creditor. The Borrower agrees to provide copies of any Third Party Forbearance Agreement or any amendments to Third Party Forbearance Agreements to the Lenders promptly, but in any event within two (2) Business Days, of execution thereof.

The parties hereto agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that the Agent or any Lender may be entitled to take or bring to enforce its rights and remedies against you are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

Pledgor and Borrower, for themselves and on behalf of their respective direct and indirect Subsidiaries, agree and acknowledge that as of 14 September 2017, the aggregate amount of (a) outstanding Loans under the Facilities is US$72,000,000.00, comprised of US$68,000,000.00 of Revolving Facility Loans and US$4,000,000.00 of Swingline Loans, (b) outstanding principal amount of the Letter of Credit is MXN28,829,418.47, (c) accrued and unpaid interest and fees owed to the Lenders and the Issuing Bank is US$322,937.76, (d) in each case, the foregoing amounts do not include fees, costs, expenses and other amounts which are chargeable to or otherwise reimbursable by the Obligors on a joint and several basis (items (a) through (d), collectively and without excluding any other amounts due under the Facilities, the “ Facility Obligations ”), (e) the Facility Obligations constitute the legal, valid and binding obligations of the Obligors and (f) the Transaction Security comprises valid, binding, and enforceable first priority liens, mortgages and security interests in favour of the Security Agent for the benefit of the Secured Parties in the assets secured thereby.

You agree and acknowledge that (a) the Total Revolving Facility Commitments shall be equal to the aggregate principal amount of Revolving Facility Loans and Letters of Credit outstanding under the Revolving Facility as of the date hereof and (b) the Total Swingline Commitments shall be equal to the aggregate principal amount of Swingline Loans outstanding under the Swingline Facility as of the date hereof.

This Second Long-Term Forbearance Letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Second Long-Term Forbearance Letter.

During the Forbearance Period, you shall duly and punctually pay all reasonably incurred fees and expenses upon receipt of invoices pursuant to, and in accordance with, the Facility Agreement and within the terms and time limits specified in the Forbearance Documents. Each of you hereby acknowledges you shall each be jointly and severally liable for fees and expenses due under each of the Forbearance Documents.

Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Interim Funding Letter, the Support Letters (to the extent applicable), the Finance Documents and the Forbearance Documents shall remain in full force and effect.

The Agreed Plan shall not be amended, modified or supplemented, other than with respect to amendments, modifications or supplements that (A) do not alter the treatment of the RBS Guaranty Claim (including by changing the manner in which the RBS Guaranty Claim is unimpaired) or (B) do not otherwise alter any economic terms in a manner that is adverse to the Lenders (it being acknowledged that any change which alters (1) the treatment of the RBS Guaranty Claim (including by changing the manner in which the RBS Guaranty Claim is unimpaired) or (2) the condition that the RBS Guaranty Claim is paid in full in Cash on or as soon as reasonably practicable after effectiveness of the Agreed Plan as described in the 26  June Agreed Plan and Disclosure Statement is a change to an economic term that is adverse to the Lenders).

This Second Long-Term Forbearance Letter and any non-contractual arrangements arising out of or in relation to it shall be governed by English law. This Second Long-Term Forbearance Letter is a Finance Document. The provisions of Clauses 44 ( Remedies and Waivers ) and 49 ( Enforcement ) of the Facility Agreement shall apply in relation to this Second Long-Term Forbearance Letter as if such provisions were restated in this Second Long-Term Forbearance Letter in their entirety, but with references in Clause 49 ( Enforcement ) to “Finance Documents” and “this Agreement” construed to refer to this Second Long-Term Forbearance Letter.

[ Signature Pages Follow ]

[ Signature Page to Second Long-Term Forbearance Letter ]

Accepted and agreed by:

The Borrower

[ Signature Page to Second Long-Term Forbearance Letter ]