EX-10.2




 Exhibit 10.2 

Schedule 2 
 Form of Parent
Guarantee 
 PARENT GUARANTEE 

Dated                31 May    2020 

By: 
  

	(1)	 SEACOR MARINE HOLDINGS INC (the “Guarantor”) 



In favour of: 
  

	(2)	 CHINA SHIPPING FAN TAI LIMITED (the “1st
Beneficiary”) 


  

	(3)	 CHINA SHIPPING INDUSTRY (HONG KONG) CO., LIMITED (the “2nd Beneficiary”). 


 The 1st Beneficiary and the 2nd Beneficiary are together referred to as the Beneficiaries hereinunder. 

Whereas: 
  

	(A)	 The Beneficiaries and SEACOR OFFSHORE ASIA LLC (the “Purchaser”) entered into sale and
purchase agreement dated 31 May 2020 (the “SPA”). 


  

	(B)	 This Guarantee is being issued in connection with certain of the obligations of the Purchaser under the SPA.



 This Deed witnesses as follows: 

1 Definitions and Interpretation 
  

	1.1	 In this Guarantee: 



“Agreed Port” means the closest major port in the People’s Republic of China to the place where the Relevant Vessel is
trading. 
 “Guarantee Liability Amount” means: 
  

	 	(i)	 If the Vessel Return Condition is satisfied, the full outstanding balance of the Guaranteed Obligations as of
the Trigger Event Date, plus any Enforcement Costs and Expenses arising after such date, after taking into account all amounts received by the Beneficiaries from any sale or other disposition of the Relevant Vessel in accordance with clause 2.6 or
otherwise received from the Purchaser; or 


  

	 	(ii)	 If the Vessel Return Condition is not satisfied, the full outstanding balance of the Guaranteed Obligations as
of the Trigger Event Date, plus any Enforcement Costs and Expenses arising after such date. 


 “Guaranteed
Obligations” means all obligations and liabilities of the Purchaser to the Beneficiaries in respect of the amount payable by the Purchaser in respect of the unpaid Instalments and interest pursuant to the SPA plus Enforcement Costs and
Expenses. 
 “Instalments” means all of the instalments of the Transfer Price as provided in Clause 3 and Clause 10 of the
SPA. 

  
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 “Enforcement Costs and Expenses” means all
out-of-pocket and documented fees, charges, expenses, and outgoings of whatever nature (including, but not limited to, tax, registration fees and legal costs) reasonably
incurred and paid by the Beneficiaries in connection with the enforcement or exercise of the mortgage or sale or other disposition of the Relevant Vessels. 

“Trigger Event Date” means, upon the Beneficiaries’ rights under Clause 10.4 and/or Clause 10.5 of the SPA becoming
enforceable, the date that is ninety days after the Beneficiaries’ service of the written notice to request the immediate return of the Relevant Vessel to the Beneficiaries at an Agreed Port. 

“Vessel Return Condition” means the return of the Relevant Vessel to Beneficiaries at an Agreed Port by the Trigger Event
Date. 
  

	1.2	 Words and expressions defined in the SPA have the same meaning in this Guarantee. 



 

	1.3	 Each reference to: 


  

	 	1.3.1	 the plural number includes the singular and vice versa; 



 

	 	1.3.2	 persons include corporations, partnerships, associations of persons (whether incorporated or not) or
governmental or quasi-governmental bodies or authorities and vice versa; 


  

	 	1.3.3	 Clauses are references to clauses of this Guarantee; 



 

	 	1.3.4	 any document are to that document as amended, supplemented, novated or replaced from time to time;



  

	 	1.3.5	 statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time
amended, replaced or re-enacted; and 


  

	 	1.3.6	 the Beneficiaries include each of its successors. 



 

	1.4	 Clause headings shall not affect the meaning of any provision. 



 

	2	 Guarantee 


  

	2.1	 Subject to clause 2.4, the Guarantor: 



 

	 	2.1.1	 irrevocably and unconditionally guarantees the due and punctual discharge of each Guaranteed Obligation as it
falls due; 


  

	 	2.1.2	 as a separate and independent obligation, shall pay to the Beneficiaries on demand by the Beneficiaries as a
principal debtor by way of indemnity for the Guaranteed Obligations, all such monies (including, without limitation, principal, interest and expenses) due and payable by the Purchaser in respect of the Instalments pursuant to the SPA; and



  

	 	2.1.3	 shall, if any Guaranteed Obligation becomes unenforceable, invalid or illegal, as an independent and primary
obligation, indemnify the Beneficiaries immediately on demand against any cost, loss or liability the Beneficiaries may incur as a result of the Purchaser not paying any amount which would, but for such unenforceability, invalidity or illegality,
have been payable by the Purchaser on the date when it would have been due. 



  
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	2.2	 Interest shall: 


  

	 	2.2.1	 accrue at the rate of 7% on any amount not paid under this Guarantee from the date of demand until actual
payment both before and after judgment on a daily basis and on a 360-day year basis; 


  

	 	2.2.2	 be compounded quarterly both before and after judgment; and 



 

	 	2.2.3	 be payable on demand made by the Beneficiaries from time to time. 



 

	2.3	 This Guarantee shall take effect upon signing by the parties hereto and shall remain in force until all sums
due and owing in accordance with the terms of this Guarantee have been paid to the Beneficiaries by the Guarantor (or the Purchaser). 


  

	2.4	 The payment obligations of the Guarantor under this Guarantee shall be superior to any of the liability it owes
to its Affiliates (including but not limited to the Purchaser) and shall rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors.  



 

	2.5	 Notwithstanding anything to the contrary contained in this Guarantee, the Guarantor’s maximum aggregate
liability under this Guarantee shall not exceed the Guarantee Liability Amount. 


  

	2.6	 The Beneficiaries shall not proceed or claim against the Guarantor under this Guarantee unless:



  

	 	2.6.1	 if the Vessel Return Condition is satisfied, the Trigger Event Date has occurred and the Beneficiaries have,
subject to clause 2.7 below, sold or otherwise disposed of the Relevant Vessel in accordance with the terms of the Mortgage and Guaranteed Obligations remain outstanding after application of the net proceeds of such sale or other disposition to the
repayment of the Instalments and interest pursuant to the SPA in accordance with the terms of the Mortgage and the SPA; or 


  

	 	2.6.2	 if the Vessel Return Condition is not satisfied, the Trigger Event Date has occurred. 



 

	2.7	 The Beneficiaries shall give the Guarantor not less than 45 days’ notice of any intended bona fide sale or
other disposition of the Relevant Vessel pursuant to the exercise by the Beneficiaries of its remedies under the Mortgage so as to afford the Guarantor the opportunity to maximise the amount of the Beneficiaries’ recovery from such sale or
disposition. Without prejudice to the generality of other provisions under this Guarantee, the Beneficiaries shall conduct such sale or other disposition of the Relevant Vessel in good faith. 



 

	3	 Preservation of Liability 



 

	3.1	 Action or inaction by Beneficiaries. The Beneficiaries may without notice to the Guarantor and without
prejudice to any obligation of the Guarantor: 


  

	 	3.1.1	 grant, discontinue, increase, reduce, terminate or vary in any way any agreement with or financial
accommodation to any person or any related banking charges, interest or fees; 


  

	 	3.1.2	 allow time, indulgence or other concession to any person; 



 

	 	3.1.3	 enter into, vary, release or refrain from taking, perfecting or enforcing any right or security which it holds
now or in the future from any person; and 


  

	 	3.1.4	 do or neglect to do anything which (but for this Clause) might operate to release or reduce the obligations of
the Guarantor under this Guarantee. 



  
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	3.2	 Other circumstances The liability of the Guarantor to the Beneficiaries shall not be affected by:



  

	 	3.2.1	 any security given or payment made to the Beneficiaries being avoided or reduced under any law relating to
insolvency; 


  

	 	3.2.2	 any change in the constitution or composition of the Beneficiaries, the Purchaser or the Guarantor or any
statutory or other compromise or arrangement with creditors affecting the Purchaser; 


  

	 	3.2.3	 the insolvency, bankruptcy, liquidation, winding-up, incapacity, lack
of authority, death or disability of the Guarantor or the Purchaser or of any person purporting to act on behalf of either of them; 


  

	 	3.2.4	 any amendment of the SPA that may be agreed between the Beneficiaries and the Purchaser from time to time; or



  

	 	3.2.5	 any other right or security held by the Beneficiaries at any time being defective, void or unenforceable.



  

	3.3	 Other defences The liability of the Guarantor under this Guarantee shall not be affected by anything
which would not have released or reduced such liability had the liability been as a principal debtor instead of as a guarantor. 


  

	4	 Preservation of Rights 



 

	4.1	 Preservation This Guarantee shall be continuing notwithstanding any intermediate discharge of the
Guaranteed Obligations. This Guarantee is in addition to any other rights or security now or in the future held by the Beneficiaries for the Guaranteed Obligations and shall not merge with or prejudice or be prejudiced by any such rights or security
or any other rights of the Beneficiaries, all of which the Beneficiaries may deal with as it wishes without affecting the rights of the Beneficiaries under this Guarantee. 



 

	4.2	 Release conditional Any release, settlement, discharge or arrangement relating to the liability of the
Guarantor under this Deed shall be conditional upon no payment, assurance or security received by the Beneficiaries in respect of the Guaranteed Obligations being avoided or reduced under any law relating to insolvency, and the Beneficiaries may
after any such avoidance or reduction exercise all or any of its rights under this Guarantee or any other rights which it would have been entitled to exercise but for such release, settlement, discharge or arrangement. 



 

	4.3	 Restrictions on Guarantor Until all claims of the Beneficiaries in respect of the Guaranteed Obligations
have been discharged in full the Guarantor shall not: 


  

	 	4.3.1	 be subrogated to any of the rights of the Beneficiaries; 



 

	 	4.3.2	 take any steps to enforce any claim that it may have against the Purchaser; or 



 

	 	4.3.3	 have the benefit of any security from the Purchaser. 



 

	4.4	 Other payment sources Subject to clause 2, the Beneficiaries may obtain payment of the Guaranteed
Obligations from any source in any order without releasing or reducing the liability of the Guarantor and may enforce this Guarantee before or after resorting to any such other means of payment. 



  
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	5	 Representations and Warranties 



 

	5.1	 The Guarantor represents and warrants to the Beneficiaries that on each day on which any Guaranteed Obligations
remain outstanding: 


  

	 	5.1.1	 Compliance with legal restrictions no provision of this Guarantee contravenes any of the provisions of
its memorandum or articles of association or other constitutional documents and neither this Guarantee nor its performance will infringe any law or obligation binding upon it; 



 

	 	5.1.2	 Status (a) it is duly constituted and in good standing under the laws of the country in which it
is incorporated; (b) it is not insolvent or in liquidation or administration or subject to any other insolvency procedure; (c) no receiver, manager, trustee, custodian or analogous officer has been appointed in respect of any part of its
property, undertaking or assets; and (d) it has the appropriate power and authority to own its property and assets and to carry on its business as now conducted; 



 

	 	5.1.3	 Capacity it has the appropriate power to enter into and perform the terms and conditions of this
Guarantee and has taken all necessary action to authorise the execution, delivery and performance of this Guarantee; 


  

	 	5.1.4	 Obligations binding the obligations expressed as being assumed by it under this Guarantee constitute its
valid, legal and binding obligations; 


  

	 	5.1.5	 Other approvals no consent, permit, licence, approval, authorisation or registration of or with any
governmental, judicial or other third party is required or desirable in connection with the execution, performance, validity or enforceability of this Guarantee; and 



 

	 	5.1.6	 Authorisations it holds (and has at all times complied with in all material respects) all authorisations
required to carry on its business and is not aware of any event or circumstance which could reasonably be expected adversely to affect its right to hold or to obtain renewal of all such authorisations or to obtain any new authorisations which will
or may be required in the future pursuant to any regulatory provisions in order to carry on its business. 


  

	6	 Payments 


  

	6.1	 External factors All payments made by the Guarantor under this Guarantee shall be paid without set-off or counterclaim to the credit of such account as the Beneficiaries may designate and shall be made in full and free and clear of any deduction or withholding save for such deductions and withholdings as are
required by law. If the Guarantor is required by law to make any deduction or withholding from any payment due under this Guarantee, the Guarantor shall simultaneously pay whatever additional amount is necessary to ensure that the Beneficiaries
receives and retains a net sum equal to the payment it would have received had no deduction or withholding been made. 


  

	6.2	 Set-off The Beneficiaries may at any time or times without
notice (both before and after demand) set off any matured liability of the Guarantor to the Beneficiaries against any matured liability of the Beneficiaries to the Guarantor and may for such purpose convert, purchase or exchange any currency and
estimate any unascertained obligation. 


  

	6.3	 Indemnity The Guarantor shall indemnify the Beneficiaries on demand against any loss or expense
(including, without limitation, legal fees) sustained or incurred as a result either of a failure by the Guarantor to perform any of its obligations under this Guarantee or of any representation or warranty made in this Guarantee having been
incorrect when made. 


  

	7	 Costs 


  

	7.1	 Costs The Guarantor shall reimburse the Beneficiaries on demand for all amounts (including legal
fees and all value added and similar taxes) which the Beneficiaries may from time to time reasonably pay in connection with the enforcement and preservation of the rights of the Beneficiaries under it. 



  
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	7.2	 Expenses The Guarantor shall pay all stamp, registration and other taxes payable in connection
with this Guarantee and any action taken in connection with this Guarantee including all liabilities, costs and expenses resulting from any failure to pay or delay in paying any such tax. 



 

	8	 Miscellaneous 



 

	8.1	 Variation No variation of this Guarantee shall be valid unless in writing signed by the Guarantor and
the Beneficiaries. 


  

	8.2	 Waivers No failure by the Beneficiaries to exercise and no delay on its part in exercising any right
shall operate as a waiver of that right. No single or partial exercise of any right shall preclude any further or additional exercise of that right. 


  

	8.3	 Partial Invalidity If any provision of this Guarantee is or becomes invalid, illegal or unenforceable in
any respect the validity, legality and enforceability of the remaining provisions shall not be affected or impaired. 


  

	8.4	 Counterparts This Guarantee may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Guarantee. 


  

	8.5	 Contracts (Rights of Third Parties) Act 1999 A person who is not a party to this Guarantee has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee. 


  

	8.6	 Effectiveness This Guarantee (including, for the avoidance of doubt, Clauses 2 to 4) shall become
effective only upon Closing (as defined in the SPA) having occurred under the SPA. 


  

	9	 Assignment and transfer 



Subject to the prior written consent of the Guarantor (such consent not to be unreasonably withheld), the Beneficiaries may: 

 

	 	(a)	 assign any of its rights; or 



 

	 	(b)	 transfer by novation any of its rights or obligations, 



under this Guarantee to a bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for
the purpose of making, purchasing or investing in Deferred Payments, securities or other financial assets. 
  

	10	 Notices 


  

	10.1	 Communications in writing 



Any communication to be made under or in connection with this Guarantee shall be made in writing and unless otherwise stated, may be made by
letter. 
 10.2 Addresses 
 The address
and email address (and the department or officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection with this Guarantee is: 

 

	 	(a)	 in the case the Guarantor: 



Attention: John Gellert / Andrew Everett 

  
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 460 Park Ave 

12th Floor 
 New York, NY 10022

 United States of America 

Email: jgellert@seacormarine.com / Aeverett@seacormarine.com 
  

	 	(b)	 in the case of the 1st Beneficiary: 



Attention: Zhang Min 
 6th Floor, No. 5299 Binjiang Avenue, Pudong New Area, Shanghai, 200127, P.R.China. 

Email: zhang.min2@coscoshipping.com 
  

	 	(c)	 in the case of the 2nd Beneficiary: 



Attention: Wang Bo 
 23nd floor,
No.628 Minsheng Road, Pudong New Area, Shanghai, 200135, P.R.China. 
 Email:Wang.bo2@coscoshipping.com 

or, in each case, any substitute address, and email address, or department or officer as the Guarantor or the Beneficiaries may notify to the
other party, by not less than five days’ notice. 
  

	10.3	 Delivery 



Any communication or document made or delivered by one person to another under or in connection with this Guarantee will only be effective if
by way of letter, when it has been left at the relevant address or five (5) days after being deposited in the post postage prepaid in an envelope addressed to it at that address and, if a particular department or officer is specified as part of
its address details provided under Clause 10.2, if addressed to that department or officer. Any communication or document which becomes effective, in accordance this Clause, after 5pm in the place of receipt shall be deemed only to become effective
on the following day. 
  

	10.4	 Electronic communication 



 

	 	10.4.1	 Any communication to be made between the parties under or in connection with this Guarantee may be made by
electronic mail or other electronic means to the extent that the parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication, and if the parties: 



 

	 	(a)	 notify each other in writing of their electronic mail address and/or any other information required to enable
the sending and receipt of information by that means; and 



  
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	 	(b)	 notify each other of any change to their address or any other such information supplied by them by not less
than five (5) days’ notice. 


  

	 	10.4.2	 Any electronic communication made between the parties will be effective only when actually received in readable
form and only if it is addressed in such a manner as the parties shall specify for this purpose. 


  

	 	10.4.3	 Any electronic communication which becomes effective, in accordance with this Clause, after 5:00pm in the place
of receipt shall be deemed only to become effective on the following day. 


  

	10.5	 English language 



 

	 	10.5.1	 Any notice given under or in connection with this Guarantee must be in English. 



 

	 	10.5.2	 All other documents provided under or in connection with this Guarantee must be in English, or if not in
English, and if so required by the receiving party, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.



  

	11	 Law and Jurisdiction 



This Guarantee and any non-contractual obligations arising out of or in connection with it shall be
governed by and construed in accordance with English law. 
 Any dispute arising out of or in connection with this Guarantee, including any
question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of London Maritime Arbitrators Association for the time being in force, which rules are deemed to be
incorporated by reference in this clause. The seat of the arbitration shall be London, United Kingdom. The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English. 

  
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 This Guarantee has been signed on behalf of the Beneficiaries and executed as a deed by the Guarantor
and is delivered by the Guarantor on the date written at the start of this Guarantee. 
  

	
	The Guarantor

  

			
	Executed as a	  	)
	Deed by SEACOR MARINE	  	)
	HOLDINGS INC	  	) /s/ John Gellert                    
		  	  Authorised Signatory

  

					
	 The Beneficiaries
	  		  	
	 Executed as a
	  	)	  	
			
	 Deed by CHINA SHIPPING FAN TAI LIMITED
	  		  	
		  	)	  	/s/ Ming Dong                    
	 acting by
	  	)	  	 Authorised Signatory

	 	  	)	  	 
	 	  	)	  	 
	 its duly authorised signatories
	  	)	  	
	 Executed as a
	  	)	  	
	
	 Deed by CHINA SHIPPING INDUSTRY (HONG KONG) CO., LIMITED

		  	)	  	/s/ Yu Jianzhong                    
	 acting by
	  	)	  	Authorised Signatory
	 	  	)	  	 
	 	  	)	  	 
	 its duly authorised signatories
	  	)	  	


  
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