CONSENT, AGREEMENT AND OMNIBUS AMENDMENTS
THIS CONSENT, AGREEMENT AND OMNIBUS AMENDMENTS (this Agreement) is entered into on February 7, 2020, 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. 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 year, on the condition that the Obligation Termination Date, as such term is defined in the Obligation Guaranty, be extended by the same temporal period, 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.
D. Section 5.01(d) of the Credit Agreement requires that the Borrower furnish to the Administrative Agent, within 30 days preceding April 30, 2019, Appraisals and survey reports based on complete physical inspections (a Physical Appraisal) regarding, among other Vessels, the LB Robert.
E. The Required Lenders previously consented that the Physical Appraisal regarding the LB Robert not be furnished within 30 days preceding April 30, 2019, as otherwise required pursuant to Section 5.01(d) of the Credit Agreement.
F. Borrower has informed the Lenders that the LB Robert remains away from port, that it would be logistically challenging to complete a physical inspections of the LB Robert, and requests that the Lenders agree to postpone the date on which such Physical Appraisals are required.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows: