Exhibit
10.29


 


[Execution
Copy]


 


AMENDMENT TO REVOLVING CREDIT
FACILITY AGREEMENT


 


 


AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT, dated March 15, 2004,
between SEACOR SMIT Inc., (the “Borrower”), (2) the banks and financial
institutions whose names and addresses are set out in Schedule A to the
Revolving Credit Facility Agreement, as defined below (together with any
assignee pursuant to Section 11, collectively, the “Lenders”, each a “Lender”),
(3) FLEET NATIONAL BANK, a national banking association, as syndication agent
(the “Syndication Agent”), (4) DNB NOR BANK ASA (fomerly den Norske Bank ASA),
a bank incorporated under the laws of the Kingdom of Norway, acting through its
New York branch, with offices at 200 Park Avenue, New York, New York, as administrative
agent (the “Administrative Agent”), (5) NORDEA, a Finnish banking
corporation, acting through Nordea Bank Finland Plc, New York Branch, as
documentation agent (the “Documentation Agent”), and (6) THE GOVERNOR AND
COMPANY OF THE BANK OF SCOTLAND, a bank incorporated under the laws of
Scotland, as Co-Agent (the “Co-Agent” and together with the Syndication Agent,
the Administrative Agent and the Documentation Agent, the “Agents”).


 
 


                WHEREAS, the
Borrower, Lenders and Agents entered into a Revolving Credit Facility Agreement,
dated February 5, 2002 (the “Revolving Credit Facility Agreement”) to provide
to Borrower a revolving credit facility in the amount of $200,000,000;


 


                WHEREAS, SEACOR
Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower,
will merge with and into the Borrower pursuant to Section 253 of the Delaware
General Corporation Law (the “DGCL”) for the sole purpose of changing the Borrower’s
corporate name to SEACOR Holdings Inc. as permitted by Section 253(b) of the
DGCL; and


 


                WHEREAS, the Borrower,
the Lenders and the Agents now desire to amend the Revolving Credit Facility
Agreement solely to reflect the change in corporate name of the Borrower.


 


                NOW, THEREFORE,
the parties hereto, in consideration of the premises and their mutual covenants
and agreements herein set forth, and intending to be legally bound hereby,
covenant and agree as follow:


ARTICLE 1



AMENDMENTS


1.1           Amendments.        The Revolving Credit Facility Agreement
is hereby amended in the following respect:


 





















 


(a)           In each place where the name “SEACOR
SMIT Inc.” appears in the Revolving Credit Facility Agreement, the name “SEACOR
Holdings Inc.” shall be substituted in place thereof.


 


ARTICLE 2


MISCELLANEOUS


2.1           Counterparts.  This Amendment to Revolving Credit Facility
Agreement may be executed by each of the parties hereto in any number of
counterparts, each of which counterpart, when so executed and delivered, shall
be deemed to be an original and all such counterparts shall together constitute
one and the same agreement.


2.2           Governing Law.  THIS AMENDMENT TO REVOLVING CREDIT FACILITY
AGREEMENT SHALL BE INTERPRETED, CONSTRUED, ENFORCED AND ADMINISTERED IN
ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS (AND NOT THE CHOICE OF LAW RULES)
OF THE STATE OF NEW YORK.


2.3           Confirmation.  This Amendment to Revolving Credit Facility
Agreement and the Revolving Credit Facility Agreement shall henceforth be read
together.  Except as expressly set forth
herein, the Revolving Credit Facility Agreement shall remain unchanged and is
in all respect confirmed and preserved.


2.4           Terms Defined.  All capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Revolving Credit Facility Agreement.


2.5           Severability.  The invalidity, illegality or unenforceability
of any provision of this Amendment to Revolving Credit Facility Agreement shall
in no way affect the validity, legality or enforceability of any other
provision; and if any provision is held to be unenforceable as a matter of law,
the other provisions shall not be affected thereby and shall remain in full
force and effect.


2.6           Facsimile Signatures.  The exchange of copies of this Amendment to
Revolving Credit Facility Agreement and of signature pages by facsimile or
electronic transmission shall constitute effective execution and delivery hereof
as to the parties and may be used in lieu of the original document for all
purposes.  Signatures of the parties
transmitted by facsimile or electronic transmission shall be deemed to be their
original signatures for all purposes.


2.7           Headings.  The headings contained in this Amendment to Revolving
Credit Facility Agreement are for convenience of reference only and shall have
no effect on the interpretation or operation hereof.


[Remainder of Page Intentionally
Left Blank.]


 


2





















 


IN
WITNESS WHEREOF, each of the parties have caused this Amendment to Revolving
Credit Facility Agreement to be executed by a duly authorized officer as of the
day and year first written above.


	
  SEACOR
  SMIT Inc. as Borrower

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Randall Blank

  	
   

  	
   

  	
   

  
	
  Name:
  Randall Blank

  	
   

  	
   

  	
   

  
	
  Title:
  Executive Vice
  President and Chief Financial Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DNB
  NOR BANK ASA,

  	
   

  	
  FLEET
  NATIONAL BANK,

  
	
  as
  Administrative Agent, Joint Lead

  	
   

  	
  as
  Syndication Agent and Lender

  
	
  Arranger
  and Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Nikolai A.
  Nachamkin

  	
   

  	
  By:

  	
  /s/
  Katherine A. Brand

  
	
  Name:
  Nikolai A.
  Nachamkin

  	
   

  	
  Name:
  Katherine A. Brand

  	
   

  
	
  Title:
  First Vice
  President

  	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE
  GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Co-Agent and Lender

  	
   

  	
  NORDEA,
  acting through Nordea Bank Finland Plc, New York Branch as Documentation
  Agent, Joint Lead Arranger and Lender

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  M.J. Strevens

  	
   

  	
  By:

  	
  /s/
  Hans Chr. Kjelsrud

  
	
  Name:
  M.J. Strevens

  	
   

  	
  Name:
  Hans Chr. Kjelsrud

  	
   

  
	
  Title:
  Associate Director

  	
   

  	
  Title:
  Senior Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Anne Engen

  
	
   

  	
   

  	
  Name:
  Anne Engen

  	
   

  
	
   

  	
   

  	
  Title:
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HSH
  NORDBANK AG (formerly Hamburgische Landesbank), as Lender

  	
   

  	
  BANK
  ONE NA, as Lender 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Urbaniak Radtke

  	
   

  	
  By:

  	
  /s/
  Dianne L. Russell

  
	
  Name:
  Urbaniak Radtke

  	
   

  	
  Name:
  Dianne L. Russell

  	
   

  
	
  Title:
  Vice President

  	
   

  	
  Title:
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WHITNEY
  NATIONAL BANK, as Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David Leeds Eustis

  	
   

  	
   

  	
   

  
	
  Name:
  David Leeds Eustis

  	
   

  	
   

  	
   

  
	
  Title:
  Sr. Vice President

  	
   

  	
   

  	
   

  
						



 


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