AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this Amendment) is made as of the 26 day of November, 2019, and amends and is supplemental to that certain credit agreement dated as of September 26, 2018 (as may be amended, supplemented or otherwise modified from time to time, including by that certain Amendment No. 1 to Credit Agreement and Parent Guaranty dated August 6, 2019, the Credit Agreement), and is by and among (i) SEACOR Marine Foreign Holdings Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the Borrower), as borrower, (ii) SEACOR Marine Holdings Inc., a corporation incorporated under the laws of the State of Delaware (the Parent Guarantor), as parent guarantor, (iii) the entities identified on Schedule 1-A thereto, including Sea-Cat Crewzer LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (Sea-Cat Crewzer), as subsidiary guarantors, (iv) each of SEACOR Offshore Mystery LLC (SEACOR Offshore Mystery) and SEACOR Offshore Mischief LLC (SEACOR Offshore Mischief and, together with Sea-Cat Crewzer and SEACOR Offshore Mystery, the New Vessel Owning Entities), each a Delaware limited liability company, as acceding subsidiary guarantors, (v) DNB BANK ASA, New York Branch (DNB Bank), as facility agent for the Creditors (in such capacity, the Facility Agent), as security trustee for the Creditors (in such capacity, the Security Trustee), (vi) the banks, financial institutions and institutional lenders whose names and addresses are set out in Schedule 1-B thereto, as lenders (together with any assignee pursuant to the terms of Section 10 of the Credit Agreement, the Lenders, and each separately, a Lender), (vii) the Swap Banks, (viii) DNB Markets, Inc., Clifford Capital Pte. Ltd. and NIBC Bank N.V. as mandated lead arrangers, and (ix) DNB Markets, Inc. as coordinator and bookrunner. Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrower has requested that the Lenders execute and deliver this Amendment in order to, among other things, (a) allow the Marshall Islands flag Vessel SEACOR CHEETAH, Official No. 6162 to be bareboat registered in Nigeria, (b) substitute the Cayman Islands flag Vessels PUTFORD ACHIEVER, Official No. 743578 and PUTFORD SAVIOUR, Official No. 742477 and the United Kingdom flag Vessels PUTFORD PRIDE, Official No. 912803 and PUTFORD JAGUAR, Official No. 912910, each of which is a Credit Support Vessel (the Released Credit Support Vessels) and the United Kingdom flag Vessels PUTFORD DEFENDER, Official No. 923368 and PUTFORD PHOENIX, Official No. 923404, each of which is an Additional Credit Support Vessel (the Released Additional Credit Support Vessels and, together with the Released Credit Support Vessels, the Released Vessels) with (i) the Marshall Islands flag vessel SEACOR TOTONACA, Official No. 8488, which is owned by Sea-Cat Crewzer, (ii) the United States flag vessel GO MS. CHIEF, Official No. 1247527, which is owned by SEACOR Offshore Mischief, and (iii) the United States flag vessel GO MS. TREE, Official No. 1249191, which is owned by SEACOR Offshore Mystery, each of which will be a Credit Support Vessel (the SEACOR TOTONACA, the GO MS. CHIEF and the GO MS. TREE together being the New Credit Support Vessels), and (c) provide for each of SEACOR Offshore Mischief and SEACOR Offshore Mystery to accede to the Credit Agreement as a Subsidiary Guarantor.
WHEREAS, the Lenders have agreed to amend and modify certain terms and provisions of the Credit Agreement as set forth herein.