Exhibit 10.30


 


AMENDMENT NO. 2 TO REVOLVING CREDIT FACILITY AGREEMENT


 


THIS
AMENDMENT NO. 2 TO REVOLVING CREDIT FACILITY AGREEMENT, (this “Amendment”) is
made as of May 17, 2004, by and among SEACOR Holdings Inc., (as successor in
interest to SEACOR SMIT Inc.) (the “Borrower”), (2) the banks and financial
institutions whose names and addresses are set out in Schedule A to the
Credit 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 (formerly 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”) and amends and is supplemental to that
certain Credit Agreement dated as of February 5, 2002, as amended by that
certain Amendment No. 1 to Credit Agreement dated as of March 15, 2004, by
and among the Borrower, the Lenders and the Agents (collectively, the “Credit Agreement”).


 


WITNESSETH


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have made available to the
Borrower a revolving credit facility in the amount of $200,000,000 (the
“Facility”) for the purposes described in Section 3.2 of the Credit Agreement;


 


WHEREAS,
the Borrower has requested, and the Lenders have agreed, that the definition of
EBITDA be amended and that the Interest Coverage Ratio be modified; and


 


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 follows:


 


1.               Definitions.  Unless otherwise defined herein, words and
expressions defined in the Credit Agreement have the same meanings when used
herein, including in the recitals hereto.


 


2.               Representations
and Warranties.  The Borrower hereby
reaffirms, as of the date hereof, each and every representation and warranty
made thereby in the Credit Agreement (as the same may be amended hereby) and
the Note (updated mutatis mutandis).


 





















 


3.               No
Defaults.  The Borrower hereby
represents and warrants that as of the date hereof there exists no Event of
Default or any condition which, with the giving of notice or passage of time,
or both, would constitute an Event of Default.


 


4.               Performance
of Covenants.  The Borrower hereby
reaffirms that it has duly performed and observed the covenants and
undertakings set forth in the Credit Agreement and the Note, on its part to be
performed, and covenants and undertakes to continue duly to perform and observe
such covenants and undertakings, as amended hereby, so long as the Credit
Agreement, as the same is amended hereby and may hereafter be amended or
supplemented, shall remain in effect.


 


5.               Amendment
to the Credit Agreement.  Subject to
the terms and conditions of this Amendment, the Credit Agreement is hereby
amended and supplemented as follows:


 


(a)                                  all
references to “this Agreement” shall be deemed to refer to the Credit Agreement
as amended by this Amendment; and


 


(b)                                 the
definition “EBITDA” in Section 1.1 shall be amended to read “means on a
consolidated basis, the aggregate, to be measured on a trailing twelve (12)
month basis, of (i) operating income (before deductions for interest, taxes,
depreciation and amortization) (ii) interest income, (iii) “Equity in Net
Earnings of Fifty Percent (50%) or Less Owned Companies” (as such term is used
in the Borrower’s published financial reports) and (iv) “Gains and Losses from
Equipment Sales – Net” (as such term is used in the Borrower’s published
financial reports).”


 


(c)                                  Section 10.1
(a) (xvii) shall be amended to read “Maintain, on a consolidated basis, an
Interest Coverage Ratio of not less than 3.25 to 1.0, determined at the end of
each fiscal quarter.”


 


6.               No
Other Amendment.  All other terms and
conditions of the Credit Agreement shall remain in full force and effect and
the Credit Agreement shall be read and construed as if the terms of this
Amendment were included therein by way of addition or substitution, as the case
may be.


 


7.               Other
Documents.  By the execution and
delivery of this Amendment, the Borrower and the Lenders hereby consent and
agree that all references to the Credit Agreement in the Note shall be deemed
to refer to the Credit Agreement as amended by this Amendment.  By the execution and delivery of this
Amendment, the Borrower hereby consents and agrees that the Note and any other
documents that may be executed as security for the Facility and the Borrower’s
obligations under the Credit Agreement shall remain in full force and effect
notwithstanding the amendments contemplated hereby.


 


8.               Fees
and Expenses.  On the date of this
Amendment, the Borrower shall pay an amendment fee to the Administrative Agent
(for the account of the Lenders)


 


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in an amount of Twenty
Thousand United States Dollars (US$20,000), such fee to be distributed to the
Lenders on a pro rata basis based on each Lenders respective Commitment.  The Borrower agrees to pay promptly all costs
and expenses (including legal fees) of any Agent or Lender in connection with
the preparation of this Amendment.


 


9.               Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the State of New York.


 


10.         Counterparts.  This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts each of which, when so executed, shall
be deemed to be an original but all such counterparts shall constitute but one
and the same agreement.


 


11.         Headings;
Amendment.  In this Amendment, section headings
are inserted for convenience of reference only and shall be ignored in the
interpretation of this Amendment.  This
Amendment cannot be amended other than by written agreement signed by the
parties hereto.


 


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


 


 


	
  SEACOR HOLDINGS
  INC.,

  	
   

  
	
  as Borrower

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Dick
  Fagerstal

  	
   

  	
   

  
	
  Name:

  	
  Dick Fagerstal

  	
   

  
	
  Title:

  	
  Sr. Vice
  President, Corporate

  Development, Treasurer

  	
   

  
	
   

  	
   

  
	
  DNB NOR BANK
  ASA, 

  as Administrative Agent, Joint Lead 

  Arranger and Lender

  	
  FLEET NATIONAL
  BANK,

  as Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Barbara
  Gronquist

  	
   

  	
  By:

  	
   

  	
  /s/ Katherine A.
  Brand

  	
   

  
	
  Name:

  	
  Barbara Gronquist

  	
  Name:

  	
  Katherine A. Brand

  
	
  Title:

  	
  Sr. Vice President

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Nikolai A.
  Nachamkin

  	
   

  	
   

  
	
  Name:

  	
  Nikolai A. Nachamkin

  	
   

  
	
  Title:

  	
  First Vice President

  	
   

  
	
   

  	
   

  
	
  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/ Alan Boothby

  	
   

  	
  By:

  	
   

  	
  /s/ Martin
  Lunder

  	
   

  
	
  Name:

  	
  Alan Boothby

  	
  Name:

  	
  Sr. Vice
  President

  
	
  Title:

  	
  Director of
  Corporate Banking

  	
  Title:

  	
  Sr. Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Anne Engen

  	
   

  
	
   

  	
  Name:

  	
  Anne Engen

  
	
   

  	
  Title:

  	
  Vice President

  



 


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  HSH NORDBANK AG
  (formerly

  Hamburgische Landesbank), as Lender

  	
  BANK ONE NA, as
  Lender

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Radtke

  	
   

  	
  By:

  	
   

  	
  /s/ Jane Bek
  Keil

  	
   

  
	
  Name:

  	
  Radtke

  	
  Name:

  	
  Jane Bek Keil

  
	
  Title:

  	
  Vice President

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Dr. Hermanns

  	
   

  	
   

  
	
  Name:

  	
  Dr. Hermanns

  	
   

  
	
  Title:

  	
  Sr. Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WHITNEY NATIONAL
  BANK, as

  Lender

  	
   

  
	
  By:

  	
   

  	
  /s/ Edgar W.
  Santa Cruz III

  	
   

  	
   

  
	
  Name:

  	
  Edgar W. Santa
  Cruz III 

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


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