Exhibit 10.56


AMENDMENT NO. 3 TO REVOLVING CREDIT FACILITY
AGREEMENT


THIS AMENDMENT NO. 3
TO REVOLVING CREDIT FACILITY AGREEMENT, (this “Amendment”) is made as of December 21,
2005, 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 (the “Original
Credit Agreement”), as amended by that certain Amendment No. 1 to Credit
Agreement dated March 15, 2004 (“Amendment No. 1”) and Amendment No. 2
to Revolving Credit Facility Agreement dated as of May 17, 2004 (“Amendment
No. 1”; Amendment No. 1 and Amendment No., hereinafter together, the “Amendments”),
each such amendment by and among the Borrower, the Lenders and the Agents (the
Amendments, together with the Original Credit Agreement shall collectively be
referred to as, 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 to, an extension being granted to the time in which the Borrower
has to comply with certain requirements of the covenant contained in Section 10.1(b)(i)(e) of
the Credit Agreement concerning certain liens securing Secured Debt and liens
on Vessels; 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)         Section 10.1(b)(i)(e) shall
be amended by adding the following language after “acquisition” on the last
line thereof: “and (z) with respect to additional vessels acquired as a
result of the July 2005 merger of the Borrower with Seabulk International
Inc. only, August 1, 2006”.


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.   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.



 2
 








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




	
  SEACOR HOLDINGS INC.,

  	
   

  	
   

  	
   

  
	
  as Borrower

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ DICK FAGERSTAL

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Dick Fagerstal

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Senior Vice
  President and Treasurer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DNB NOR BANK ASA,

  	
   

  	
  BANK OF AMERICA, N.A. successor by merger to

  
	
  as Administrative Agent, Joint Lead

  	
   

  	
  FLEET NATIONAL BANK,

  
	
  Arranger and Lender

  	
   

  	
  as Syndication Agent and Lender

  
	
  By: 

  	
  /s/ NIKOLAI A.
  NACHAMKIN

  	
   

  	
  By:

  	
   /s/ JUDITH A. HUCKINS

  
	
   

  	
  Name: Nikolai A.
  Nachamkin

  	
   

  	
   

  	
  Name: Judith A. Huckins

  
	
   

  	
  Title: Senior Vice
  President

  	
   

  	
   

  	
  Title: Vice President

  
	
  By:

  	
  /s/ KEVIN O’HARA

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Kevin O’Hara

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
   

  
	
  THE GOVERNOR AND COMPANY OF

  	
   

  	
  NORDEA, acting through Nordea Bank

  
	
  THE BANK OF SCOTLAND, as
  Co-

  	
   

  	
  Finland Plc, New York Branch, as

  
	
  Agent and Lender

  	
   

  	
  Documentation Agent, Joint Lender Arranger

  
	
   

  	
   

  	
   

  	
  and Lender

  
	
  By:

  	
  /s/ JOHN LOWE

  	
   

  	
  By:

  	
  /s/ MARTIN
  LUNDER

  
	
   

  	
  Name: John Lowe

  	
   

  	
   

  	
  Name: Martin Lunder

  
	
   

  	
  Title: Associate
  Director

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ HANS CHR.
  KJELSRUD

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Hans Chr. Kjelsrud

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  






 



 3
 








 




	
  HSH NORDBANK AG (formerly

  	
   

  	
  JPMORGAN CHASE BANK, N.A., as Lender

  
	
  Hamburgische
  Landesbank), as Lender

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ URBANIAK

  	
   

  	
  By:

  	
  /s/ DIANNE L.
  RUSSELL

  
	
   

  	
  Name: Urbaniak

  	
   

  	
   

  	
  Name: Dianne L. Russell

  
	
   

  	
  Title: Senior Vice
  President

  	
   

  	
   

  	
  Title: Vice President

  
	
  By:

  	
  /s/ FRAUKE HAY

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Frauke Hay

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
   

  
	
  WHITNEY NATIONAL BANK,
  as

  	
   

  	
   

  	
   

  
	
  Lender

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ JOSH JONES

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Josh Jones

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Assistant Vice
  President

  	
   

  	
   

  	
   

  






 



 4