SEVENTH CONSENT, AGREEMENT AND OMNIBUS AMENDMENTS
THIS SEVENTH CONSENT, AGREEMENT AND OMNIBUS AMENDMENTS (this Agreement) is entered into on February 24, 2021, among Falcon Global USA LLC (Borrower), the other Loan Parties, SEACOR, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, Agent) for the Lenders and the Lenders party hereto. Capitalized terms used but not defined in this Agreement have the meaning given them in the Credit Agreement (defined below).
A. Borrower, the other Loan Parties, Agent, and the Lenders are party to that certain Credit Agreement, dated as of February 8, 2018 (as amended from time to time, the Credit Agreement).
B. SEACOR and the Agent are party to that certain Obligation Guaranty dated as of February 8, 2018 (as amended from time to time, the Obligation Guaranty).
C. Section 5.01(a) of the Credit Agreement requires that the Borrower furnish to the Agent and each Lender within one hundred and twenty (120) days after the end of each fiscal year of Borrower its audited consolidated balance sheet and related statements of operations, stockholders equity and cash flows as of the end of and for each such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without, except for the fiscal year ended December 31, 2019, a going concern or like qualification, commentary or exception, and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (the Audited Financial Statements).
D. Borrower requests that the Lenders consent that the Audited Financial Statements for the fiscal year ended December 31, 2020 may include a going concern or like qualification, commentary or exception.
E. The Borrower and the Lenders have agreed to modify the repayment terms under the Credit Agreement to provide that the date upon which the obligation to commence principal payments thereunder be delayed by one calendar quarter, on the condition that the Obligation Termination Date, as such term is defined in the Obligation Guaranty, be extended by one calendar quarter, and SEACOR and the Agent have agreed to such modification of the Obligation Guaranty, all subject to conditions and in consideration for the agreements set forth herein.
F. Section 5.01(d) of the Credit Agreement, as modified by the Consent, Agreement and Omnibus Amendments dated February 7, 2020, and the Sixth Consent and Agreement, dated April 29, 2020, requires that the Borrower furnish to the Administrative Agent on or before December 31, 2020, Appraisals and survey reports based on complete physical inspections (a Physical Appraisal) regarding each of the SEACOR Gale, SEACOR Legacy, SEACOR Power, L B Caitlin, L/B Kayd, L/B Myrtle (the Group A Vessels) and L/B Jill.