Exhibit 10.1
 


 


 


 


 


AGREEMENT FOR

A

U.S. $300,000,000

REVOLVING CREDIT FACILITY


TO BE MADE
AVAILABLE TO


SEACOR HOLDINGS
INC.


BY


DNB NOR BANK ASA,
NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH, 

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND and FORTIS CAPITAL CORP., 

as Mandated Lead Arrangers


DNB NOR BANK ASA
and NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH,

as Bookrunners


DNB NOR BANK ASA,
as Facility Agent


NORDEA BANK NORGE
ASA, GRAND CAYMAN BRANCH, as Syndication Agent


THE GOVERNOR AND
COMPANY OF THE BANK OF SCOTLAND, as Structuring Agent


FORTIS CAPITAL
CORP., as Documentation Agent


AND


THE FINANCIAL
INSTITUTIONS 

IDENTIFIED ON SCHEDULE A,

as Lenders


November 3, 2006



   
 














 


INDEX


	
  SECTION 1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  Defined Terms

  	
  1

  
	
  1.2.

  	
  Computation of Time Periods; Other Definitional
  Provisions

  	
  15

  
	
  1.3.

  	
  Accounting Terms

  	
  16

  
	
  1.4.

  	
  Certain Matters Regarding Materiality

  	
  16

  
	
  1.5.

  	
  Forms of Documents

  	
  16

  
	
  1.6.

  	
  Headings

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  16

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Representations and Warranties

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  ADVANCES OF THE
  FACILITY/LETTERS OF CREDIT

  	
  20

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  Purpose

  	
  20

  
	
  3.2.

  	
  Advances

  	
  20

  
	
  3.3.

  	
  Drawdown Notice

  	
  21

  
	
  3.4.

  	
  Drawdown Notice a Warranty

  	
  21

  
	
  3.5.

  	
  Notation of Advance on Note

  	
  21

  
	
  3.6.

  	
  Foreign Currency Advances

  	
  21

  
	
  3.7.

  	
  Letters of Credit

  	
  22

  
	
  3.8.

  	
  Request for Issuance of Letter of Credit

  	
  23

  
	
  3.9.

  	
  Letter of Credit Payments Deemed Advances

  	
  23

  
	
  3.10.

  	
  Letter of Credit Participation

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  CONDITIONS

  	
  25

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Conditions Precedent to Drawdown of the Initial
  Advance under the Credit Facility

  	
  25

  
	
  4.2.

  	
  Further Conditions Precedent

  	
  27

  
	
  4.3.

  	
  Break Funding Costs

  	
  27

  
	
  4.4.

  	
  Satisfaction after Drawdown

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  REPAYMENT, PREPAYMENT
  AND REDUCTION

  	
  27

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Repayment

  	
  27

  
	
  5.2.

  	
  Prepayment

  	
  28

  
	
  5.3.

  	
  Permanent Reduction of the Committed Amount of the
  Credit Facility

  	
  28

  
	
  5.4.

  	
  Reduction of Commitment

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  INTEREST AND
  RATE

  	
  28

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Applicable Rate

  	
  28

  
	
  6.2.

  	
  LIBOR; Interest Periods

  	
  29

  
	
  6.3.

  	
  Interest Payments

  	
  29

  
	
  6.4.

  	
  Interest Due Only on Banking Day

  	
  29

  
	
  6.5.

  	
  Calculation of Interest

  	
  29

  



 



 i
 






 



 


	
  

  	
   

  	
   

  
	
  SECTION 7.

  	
  PAYMENTS

  	
  29

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Place of Payments, No Set Off

  	
  29

  
	
  7.2.

  	
  Proof of no Withholding

  	
  30

  
	
  7.3.

  	
  Federal Income Tax Credits

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  ACCOUNTS

  	
  30

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  The Operating Accounts

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  EVENTS OF
  DEFAULT

  	
  31

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  Events of Default

  	
  31

  
	
  9.2.

  	
  Indemnification

  	
  33

  
	
  9.3.

  	
  Application of Moneys

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  COVENANTS

  	
  34

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Covenants

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  ASSIGNMENT AND
  PARTICIPATIONS

  	
  41

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  ILLEGALITY,
  INCREASED COST, NON-AVAILABILITY, ETC

  	
  42

  
	
   

  	
   

  	
   

  
	
  12.1.

  	
  Illegality

  	
  42

  
	
  12.2.

  	
  Increased Cost

  	
  42

  
	
  12.3.

  	
  Replacement of Lender or Participant

  	
  43

  
	
  12.4.

  	
  Non-availability of Funds

  	
  44

  
	
  12.5.

  	
  Determination of Losses

  	
  44

  
	
  12.6.

  	
  Compensation for Losses

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  CURRENCY
  INDEMNITY

  	
  44

  
	
   

  	
   

  	
   

  
	
  13.1.

  	
  Currency Conversion

  	
  45

  
	
  13.2.

  	
  Change in Exchange Rate

  	
  45

  
	
  13.3.

  	
  Additional Debt Due

  	
  45

  
	
  13.4.

  	
  Rate of Exchange

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  FEES AND
  EXPENSES

  	
  45

  
	
   

  	
   

  	
   

  
	
  14.1.

  	
  Commitment Fee

  	
  45

  
	
  14.2.

  	
  Letter of Credit and Facing Fees and Related Charges

  	
  45

  
	
  14.3.

  	
  Administrative Fee

  	
  46

  
	
  14.4.

  	
  Costs, Charges and Expenses

  	
  46

  
	
  14.5.

  	
  Indemnification

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  APPLICABLE LAW,
  JURISDICTION AND WAIVER

  	
  46

  
	
   

  	
   

  	
   

  
	
  15.1.

  	
  Applicable Law

  	
  46

  
	
  15.2.

  	
  Jurisdiction

  	
  46

  
	
  15.3.

  	
  Waiver of Jury Trial

  	
  47

  



 



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  SECTION 16.

  	
  THE AGENTS

  	
  47

  
	
   

  	
   

  	
   

  
	
  16.1.

  	
  Appointment of Agents

  	
  47

  
	
  16.2.

  	
  Distribution of Payments

  	
  47

  
	
  16.3.

  	
  Holder of Interest in Notes

  	
  47

  
	
  16.4.

  	
  No Duty to Examine, Etc

  	
  47

  
	
  16.5.

  	
  Agents as Lenders

  	
  48

  
	
  16.6.

  	
  Obligations of Agents

  	
  48

  
	
  16.7.

  	
  Discretion of Agents

  	
  48

  
	
  16.8.

  	
  Assumption re Event of Default

  	
  48

  
	
  16.9.

  	
  No Liability of Agents and the Lenders

  	
  48

  
	
  16.10.

  	
  Indemnification of Agents

  	
  49

  
	
  16.11.

  	
  Consultation with Counsel

  	
  49

  
	
  16.12.

  	
  Resignation

  	
  49

  
	
  16.13.

  	
  Representations of Lenders

  	
  49

  
	
  16.14.

  	
  Notification of Event of Default

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  NOTICES AND
  DEMANDS

  	
  50

  
	
   

  	
   

  	
   

  
	
  17.1.

  	
  Notices in Writing

  	
  50

  
	
  17.2.

  	
  Addresses for Notice

  	
  50

  
	
  17.3.

  	
  Notices Deemed Received

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  MISCELLANEOUS

  	
  51

  
	
   

  	
   

  	
   

  
	
  18.1.

  	
  Time of Essence

  	
  51

  
	
  18.2.

  	
  Unenforceable, etc.; Provisions - Effect

  	
  51

  
	
  18.3.

  	
  References

  	
  51

  
	
  18.4.

  	
  Further Assurances

  	
  51

  
	
  18.5.

  	
  Entire Agreement; Amendments

  	
  51

  
	
  18.6.

  	
  Adjustments

  	
  51

  
	
  18.7.

  	
  USA Patriot Act Notice; OFAC and Bank Secrecy Act

  	
  52

  



 



 iii
 






 



 


SCHEDULES


	
  A

  	
  THE LENDERS AND THEIR COMMITMENTS

  
	
  B

  	
  THE VESSEL OWNING/OPERATING SUBSIDIARIES AND OTHER
  SUBSIDIARIES

  
	
  C

  	
  EXISTING LIENS

  
	
  D

  	
  EXISTING INDEBTEDNESS

  
	
  E

  	
  EXISTING LETTERS OF CREDIT

  



 


EXHIBITS


	
  1

  	
  NOTE

  
	
  2

  	
  FORM OF DRAWDOWN NOTICE

  
	
  3

  	
  FORM OF LETTER OF CREDIT REQUEST

  
	
  4

  	
  FORM OF COMPLIANCE CERTIFICATE

  
	
  5

  	
  FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

  



 



 iv















 


REVOLVING CREDIT FACILITY AGREEMENT


THIS REVOLVING CREDIT
FACILITY AGREEMENT is made this 3rd day of
November, 2006, and is by and among (1) SEACOR HOLDINGS INC., a
corporation incorporated under the laws of the State of Delaware  (hereinafter called the “Borrower”),
(2)  DNB NOR BANK ASA, a bank incorporated under the laws of the Kingdom
of Norway (“DnB NOR”), NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH, incorporated
under the laws of Finland (“Nordea”), THE GOVERNOR AND COMPANY OF THE BANK OF
SCOTLAND, a bank incorporated under the laws of Scotland (“Bank of Scotland”)
and FORTIS CAPITAL CORP., a corporation organized under the laws of the State
of Connecticut (“Fortis”), as mandated lead arrangers (collectively, the “Mandated
Lead Arrangers”), (3) DnB NOR and Nordea, as bookrunners (together, the “Bookrunners”),
(4) DnB NOR, as facility agent (the “Facility Agent”), (5) Nordea, as
syndication agent (the “Syndication Agent”), (6) Bank of Scotland, as
structuring agent (the “Structuring Agent”), (7) Fortis, as documentation
agent (the “Documentation Agent” and together with the Arrangers, the
Bookrunners, the Facility Agent, the Syndication Agent and the Structuring
Agent shall hereinafter be collectively referred to as the “Agents”, each an “Agent”),
and (8) the banks and financial institutions whose names and addresses are
set out in Schedule A hereto (together with any assignee pursuant to
Section 11, collectively, the “Lenders”, each a “Lender”).


WITNESSETH THAT:


Whereas, at the request of
the Borrower, each of the Agents has agreed to act in its respective capacity
as set forth herein and the Lenders have agreed to provide to the Borrower a
revolving credit facility in the amount of Three Hundred Million Dollars
($300,000,000), as such facility amount may be increased as provided herein, on
the terms and subject to the conditions set forth herein;


NOW, THEREFORE, in
consideration of the premises, the covenants and agreements hereinafter set
forth, and other good and valuable consideration, the receipt and adequacy
whereof are hereby acknowledged, the parties hereto agree as set forth below:


SECTION 1.  DEFINITIONS


1.1.          Defined Terms.  In this Agreement the words and expressions
specified below shall, except where the context otherwise requires, have the
meanings attributed to them below:


	
  “Acceptable Accounting
  Firm”

  	
  means Ernst & Young, LLP or any other firm
  of independent certified public or chartered accountants of international
  reputation selected by the Borrower and acceptable to the Facility Agent;

  
	
   

  	
   

  
	
  “Acquisition
  Subsidiary”

  	
  shall mean a direct or indirect Subsidiary of the
  Borrower formed for the purpose of acquiring New Subsidiaries which
  Subsidiary shall not be an existing Vessel Owning/Operating Subsidiary at the
  time of the acquisition of the relevant New Subsidiaries and into which only
  those assets necessary to consummate the relevant acquisition shall be
  transferred;

  



 









 



 


	
  

  	
   

  
	
  “Administrative
  Questionnaire”

  	
  shall mean, with respect to each Lender, an
  administrative questionnaire, submitted to the Facility Agent (with a copy to
  the Borrower) duly completed by such Lender;

  
	
   

  	
   

  
	
  “Advance”

  	
  means any Dollar Advance or Foreign Currency
  Advance;

  
	
   

  	
   

  
	
  “Affiliate”

  	
  shall mean, with respect to any Person, (i) any
  Person that directly, or indirectly through one or more intermediaries,
  controls such Person (a “Controlling Person”) or (ii) any Person
  (other than such Person or a Subsidiary of such Person) which is controlled
  by or is under common control with a controlling Person. For purposes of this definition, the term
  “control” (including the terms “controlling”, “controlled by” and “under
  common control with”) of a Person shall mean the power, direct or indirect,
  (i) to vote 10% or more of the securities or other interests having ordinary
  voting power for the election of directors of such Person or of Persons
  serving a similar function, or (ii) to direct or cause the direction of the
  management and policies of such Person, whether by contract or otherwise;

  
	
   

  	
   

  
	
  “Agent”

  	
  shall have the meaning ascribed thereto in the
  preamble;

  
	
   

  	
   

  
	
  “Agreement”

  	
  means this revolving credit facility agreement as
  the same may be amended, restated, modified or supplemented from time to
  time;

  
	
   

  	
   

  
	
  “Applicable
  Margin”

  	
  shall mean (a) from the date of this Agreement until
  and including the day prior to the fifth anniversary of the date of this
  Agreement, 60.0 bps, and (b) from the fifth anniversary of the date of this
  Agreement and thereafter, 67.5 bps;

  
	
   

  	
   

  
	
  “Applicable
  Rate”

  	
  means any rate of interest on any Advance from time
  to time applicable pursuant to Section 6.1;

  
	
   

  	
   

  
	
  “Assignment
  and Assumption Agreement(s)”

  	
  shall mean the Assignment and Assumption
  Agreement(s) executed pursuant to Section 11 substantially in the form of
  Exhibit 5;

  
	
   

  	
   

  
	
   “Banking Day(s)”

  	
  means day(s) on which banks are open for the
  transaction of business of the nature required by this Agreement in the place
  or places from time to time specified;

  
	
   

  	
   

  
	
  “Base Rate”

  	
  means the higher of (i) the Letter of Credit
  Issuer’s Prime Rate and (ii) one-half percent (1/2%) above the Federal Funds
  Effective Rate;

  
	
   

  	
   

  
	
  “Basis
  Point(s)” or the symbol “bp(s)”

  	
  means one one-hundredth of one percent (0.01%);

  



 



 2
 






 



 


	
  

  	
   

  
	
  “Benefitted
  Lender”

  	
  shall have the meaning ascribed thereto in Section
  18.6;

  
	
   

  	
   

  
	
  “BNDES Debt”

  	
  means those certain loans made by the Banco Nacional
  de Desenvolvimento Economico e Social, a Brazilian federal company, in
  connection with the construction and acquisition of three offshore supply
  vessels and secured by letters of credit;

  
	
   

  	
   

  
	
  “Bookrunners”

  	
  shall have the meaning ascribed thereto in the
  preamble;

  
	
   

  	
   

  
	
  “Cash and
  Cash Equivalents”

  	
  means (i) cash, (ii) securities issued or directly
  and fully guaranteed or insured by the United States of America or any agency
  or instrumentality thereof (provided that the full faith and credit of
  the United States of America is pledged in support thereof), (iii) time
  deposits, certificates of deposit or deposits in the interbank market of any
  commercial bank of recognized standing organized under the laws of the United
  States of America, any state thereof or any foreign jurisdiction and rated at
  least A or the equivalent thereof by S&P, (iv) securities of any type
  which are, at the time of the determination being made hereunder, fully
  listed and registered on (a) an exchange registered with the Securities and
  Exchange Commission as a national securities exchange or (b) an equivalent
  recognized national securities exchanges in any of the member countries of
  the European Union, Mexico, Japan, Norway or Singapore or such other national
  securities exchange approved by the Majority Lenders, and (v) bonds of any
  county, municipality or state of the United States or any corporation
  organized and existing under the laws of the United States or any state
  thereof (including the District of Columbia) having an investment grade
  rating (or equivalent) by one of the nationally recognized rating
  organizations that regularly engages in rating such bonds and (vi) shall
  include funds and securities on deposit in any Construction Reserve Fund of
  any Subsidiary but (vii) shall exclude Cash and Cash Equivalents classified
  as “Restricted Cash” on the Borrower’s balance sheet and funds and securities
  on deposit in any Title XI Reserve Fund relating to Title XI Debt;

  
	
   

  	
   

  
	
  “Change of
  Control”

  	
  means (a) any “person” (as such term is used in
  Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner
  (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
  indirectly, of more than fifty percent (50%) of the total voting power of the

  



 



 3
 






 



 


	
  

  	
  Borrower or (b) the Board of Directors of the
  Borrower ceases to consist of a majority of the existing directors or
  directors elected by the existing directors;

  
	
   

  	
   

  
	
  “Code”

  	
  means the Internal Revenue Code of 1986, as amended,
  and any successor statute and the regulations promulgated thereunder;

  
	
   

  	
   

  
	
  “Commitment”

  	
  shall mean in relation to a Lender, the amount of
  the Credit Facility set out opposite its name in Schedule A hereto or,
  as the case may be, in any relevant Assignment and Assumption Agreement, as
  the same may be reduced from time to time as provided by Section 5.3;

  
	
   

  	
   

  
	
  “Commitment
  Fee Rates”

  	
  shall mean (a) from the date of this Agreement until
  and including the day prior to the fifth anniversary of this Agreement, 17.5
  bps, and (b) from the fifth anniversary of this Agreement until and including
  the Termination Date, 22.5 bps;

  
	
   

  	
   

  
	
  “Commitment Increase”

  	
  means an
  increase in the Committed Amount over the Initial Commitment of up to One
  Hundred Fifty Million Dollars ($150,000,000), or such lesser amount as may be
  agreed, such increase to be a multiple of $25,000,000, as provided in Section
  3.1;

  
	
   

  	
   

  
	
  “Committed
  Amount”

  	
  means the aggregate of the Initial Commitment and
  the Commitment Increase, being the maximum aggregate principal amount in
  Dollars of the Advances and Letters of Credit which may be outstanding at any
  time under the Credit Facility; provided that the Committed Amount in respect
  of Letters of Credit shall not exceed Two Hundred Million Dollars
  ($200,000,000);

  
	
   

  	
   

  
	
  “Compliance
  Certificate”

  	
  means a certificate of the chief financial officer
  of the Borrower substantially in the form of Exhibit 4;

  
	
   

  	
   

  
	
  “Consolidated
  Net Worth”

  	
  for any period, shall mean, for any company, the sum
  of such company’s common and preferred stock (excluding any capital stock
  subject to mandatory redemption) and additional paid-in-capital, plus
  retained earnings (minus accumulated deficit) and currency translation
  adjustments, all as shown on the consolidated balance sheet of such company
  and its subsidiaries as determined in accordance with GAAP;

  
	
   

  	
   

  
	
  “Consolidated
  Subsidiary”

  	
  shall mean a Subsidiary the financial results of
  which are reflected in the Borrower’s consolidated financial statements;

  



 



 4
 






 



 


	
  

  	
   

  
	
  “Construction
  Reserve Fund”

  	
  means each joint account with the United States
  Maritime Administration established pursuant to the provisions of Section 511
  of the Merchant Marine Act, 1936, as amended (46 App. U.S.C. 1161);

  
	
   

  	
   

  
	
  “Consolidated
  Subsidiary Guaranty”

  	
  shall mean a guaranty issued by a Consolidated
  Subsidiary of obligations of the types listed in sub-clauses (i) through
  (iii) of the definition of Subsidiary Funded Debt of other Consolidated
  Subsidiaries but excluding, in the case of a Consolidated Subsidiary which is
  not a Wholly-Owned Subsidiary, that proportion of the amount of such guaranty
  which represents the minority interest holders’ share of such Guaranty;

  
	
   

  	
   

  
	
  “Conversion
  Date”

  	
  shall have the meaning ascribed thereto in Section
  13.1;

  
	
   

  	
   

  
	
  “Credit
  Facility”

  	
  means the sums advanced or to be advanced by the
  Lenders to the Borrower and the Letters of Credit to be issued by the Letter
  of Credit Issuers for the account of the Borrower in the initial maximum
  principal amount of Three Hundred Million Dollars ($300,000,000) as may be
  increased by the Commitment Increase all pursuant to, and subject to the
  terms of, this Agreement;

  
	
   

  	
   

  
	
  “Credit
  Facility Balance”

  	
  means the sum of (i) the amount of the Dollar
  Advances, (ii) the amount of the then Dollar Equivalent of the Foreign
  Currency Advances, and (iii) the amount of the Letter of Credit Outstandings
  at any relevant time, all as reduced by payments and increased by Advances
  and Letters of Credit pursuant to the terms of this Agreement;

  
	
   

  	
   

  
	
  “Credit
  Period”

  	
  means the period from the Drawdown Date of the
  initial Advance made hereunder to the date upon which the Advances and all
  other amounts due to the Agents and the Lenders pursuant to this Agreement
  and the Notes are repaid or prepaid in full and all commitments to extend
  credit under this Agreement have been terminated;

  
	
   

  	
   

  
	
  “Creditors”

  	
  shall mean, together, the Agents and the Lenders,
  each, a “Creditor”;

  
	
   

  	
   

  
	
  “CRN Group”

  	
  means CRN Holdings, Inc., a corporation organized
  under the laws of the State of Delaware, and any of its direct and indirect
  subsidiaries now or hereafter acquired;

  
	
   

  	
   

  
	
  “Default Rate”

  	
  shall have the meaning ascribed thereto in
  Section 6.1;

  
	
   

  	
   

  
	
  “Documentation
  Agent”

  	
  shall have the meaning ascribed thereto in the preamble;

  



 



 5
 






 



 


	
  

  	
   

  
	
  “Dollars” and
  the sign “$”

  	
  means the legal currency, at any relevant time
  hereunder, of the United States of America and, in relation to all payments
  hereunder, in same day funds settled through the New York Clearing House
  Interbank Payments System (or such other Dollar funds as may be determined by
  the Facility Agent to be customary for the settlement in New York City of
  banking transactions of the type herein involved);

  
	
   

  	
   

  
	
  “Dollar
  Advance(s)”

  	
  means any amount advanced in Dollars to the Borrower
  on any Drawdown Date, collectively such amounts advanced hereunder, the
  “Dollar Advances”;

  
	
   

  	
   

  
	
  “Dollar
  Equivalent”

  	
  means any amount of a foreign currency converted to
  Dollars at the Exchange Rate;

  
	
   

  	
   

  
	
  “Drawdown
  Dates”

  	
  means the dates, each being a Banking Day falling
  prior to the Termination Date, upon which the Borrower has requested that an
  Advance be made available to the Borrower or an Advance is deemed to have
  been made due to a drawing under any Letter of Credit;

  
	
   

  	
   

  
	
  “Drawdown
  Notice”

  	
  shall have the meaning ascribed thereto in
  Section 3.3;

  
	
   

  	
   

  
	
  “EBITDA”

  	
  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 and (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 on
  Asset Sales — Net” (as such term is used in the Borrower’s published
  financial reports);

  
	
   

  	
   

  
	
  “Environmental
  Affiliate”

  	
  means any person or entity the liability of which
  for Environmental Claims the Borrower may have assumed by contract or
  operation of law;

  
	
   

  	
   

  
	
  “Environmental
  Approvals”

  	
  shall have the meaning ascribed thereto in Section
  2.1(m);

  
	
   

  	
   

  
	
  “Environmental
  Claim”

  	
  shall have the meaning ascribed thereto in
  Section 2.1(m);

  
	
   

  	
   

  
	
  “Environmental
  Laws”

  	
  shall have the meaning ascribed thereto in Section
  2.1(m);

  
	
   

  	
   

  
	
  “ERISA”

  	
  means the Employment Retirement Income Security Act
  of 1974, as amended;

  
	
   

  	
   

  
	
  “ERISA
  Affiliate”

  	
  means a trade or business (whether or not
  incorporated) which is under common control with the Borrower within

  



 



 6
 






 



 


	
  

  	
   

  
	
   

  	
  the meaning of Sections 414(b),(c),(m) or (o) of the
  Code;

  
	
   

  	
   

  
	
  “Euros” and
  the symbol “€”

  	
  means the legal currency, at any relevant time
  hereunder, of the member countries of the European Union who have adopted the
  Euro as legal tender;

  
	
   

  	
   

  
	
  “Events of
  Default”

  	
  means any of the events set out in Section 9.1;

  
	
   

  	
   

  
	
  “Exchange Act”

  	
  shall mean the Securities and Exchange Act of 1934,
  as amended;

  
	
   

  	
   

  
	
  “Exchange
  Rate”

  	
  means the exchange rate offered by the Facility
  Agent or Letter of Credit Issuer, as the case may be, of Dollars for a
  particular foreign currency or vice versa in
  accordance with its normal practices on the relevant date, in either case,
  including any costs associated with the relevant exchange contract or, if it
  does not then offer such exchange rates in respect of such foreign currency,
  such exchange rate in respect of such currency as the Facility Agent or the
  Letter of Credit Issuer, as the case may be, deems reasonable;

  
	
   

  	
   

  
	
  “Existing
  Credit Facility”

  	
  the credit facility provided under that certain
  credit agreement, dated February 5, 2002 as amended by Amendment No. 1,
  Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto dated March
  15, 2004, May 17, 2004, December 21, 2005 and July 31, 2006, respectively,
  among, inter alia, the Borrower, the financial institutions named therein as
  Lenders, and DnB NOR Bank ASA as administrative agent;

  
	
   

  	
   

  
	
  “Existing
  Letters of Credit”

  	
  shall have the meaning ascribed thereto in Section
  3.7;

  
	
   

  	
   

  
	
  “Extended
  Letters of Credit”

  	
  shall have the meaning ascribed thereto in Section
  3.7;

  
	
   

  	
   

  
	
  “Facility
  Agent”

  	
  shall have the meaning ascribed thereto in the preamble;

  
	
   

  	
   

  
	
  “Facing Fee”

  	
  shall have the meaning ascribed thereto in Section
  14.2;

  
	
   

  	
   

  
	
  “Federal
  Funds Effective Rate”

  	
  means, for any period, a fluctuating interest rate
  equal for each day during such period to the weighted average of the rates on
  overnight Federal Funds transactions with members of the Federal Reserve
  System arranged by Federal Funds brokers, as published for such day (or, if
  such day is not a Banking Day, for the next preceding Banking Day) by the
  Federal Reserve Bank of New York, or, if such rate is not so published for
  any day which is a Banking Day, the average of the quotations for such day on
  such transactions received by the Facility Agent from three (3) Federal Funds
  brokers of recognized standing 

  



 



 7
 






 



 


	
  

  	
   

  
	
   

  	
  selected by the Facility Agent;

  
	
   

  	
   

  
	
  “Foreign
  Currency”

  	
  means any of Pounds Sterling, Euros, Singapore
  Dollars or any other currency which shall be freely convertible into U.S.
  Dollars;

  
	
   

  	
   

  
	
  “Foreign
  Currency Advance”

  	
  means any amount denominated in a Foreign Currency
  advanced to the Borrower on any Drawdown Date;

  
	
   

  	
   

  
	
  “Funded Debt”

  	
  shall mean, on a consolidated basis, (A) the sum of
  (i) indebtedness for borrowed money, all obligations evidenced by bonds,
  debentures, notes or similar instruments, and purchase money obligations
  which, in accordance with GAAP, would be shown on the consolidated balance
  sheet as a liability, (ii) all obligations arising under letters of
  credit, (iii) all obligations as lessee under leases which have been, in
  accordance with GAAP, recorded as capitalized lease obligations,
  (iv) guaranties of non-consolidated entity obligations but excluding (x) Title XI Debt, (y) BNDES Debt
  and (z) indebtedness which is consolidated in the Borrower’s published
  financial statements in accordance with GAAP but which represents a minority
  interest holders’ share of such indebtedness unless such minority holders’
  share has been guaranteed by the Borrower or a Subsidiary less (B) the excess
  of Cash and Cash Equivalents over Twenty Five Million Dollars ($25,000,000)
  (other than for purposes of Section 9.1(h)(c));

  
	
   

  	
   

  
	
  “GAAP”

  	
  shall have the meaning ascribed thereto in
  Section 1.3;

  
	
   

  	
   

  
	
  “Helicopter(s)”

  	
  means any helicopter(s) owned by a Subsidiary of the
  Borrower used in the offshore supply business of the Borrower and its
  Subsidiaries;

  
	
   

  	
   

  
	
  “Indebtedness”

  	
  of any Person shall mean and include all obligations
  of such Person which in accordance with GAAP shall be classified upon a
  balance sheet of such Person as liabilities of such Person;

  
	
   

  	
   

  
	
  “Indemnitee”

  	
  shall have the meaning ascribed thereto in Section
  14.5;

  
	
   

  	
   

  
	
  “Initial
  Commitment”

  	
  means Three Hundred Million Dollars ($300,000,000),
  as reduced from time to time pursuant to Section 5.3;

  
	
   

  	
   

  
	
  “Interest
  Coverage Ratio”

  	
  means, on a consolidated basis, (a) EBITDA
  divided by (b) interest payments (including interest attributable to
  capitalized leases) made during the four (4) fiscal quarters preceding the
  date on which such ratio is determined;

  



 



 8














 


 


	
  “Interest Notice”

  	
   

  	
  means a notice to the Facility Agent specifying the
  duration of the relevant Interest Period;

  
	
  “Interest Period(s)”

  	
   

  	
  means period(s) of
  one (1), two (2), three (3), six (6), nine (9) or twelve (12)
  months selected by the Borrower or such longer period(s) as the Lenders may
  agree;

  
	
  “Investment”

  	
   

  	
  means (i) lending money
  or credit or making advances to any Person, (ii) purchasing or acquiring any
  stock, obligations or securities of, or any other interest in, or making
  capital contributions to any Person or (iii) guaranteeing the debt or
  obligations of any other Person;

  
	
  “Issuing Subsidiary”

  	
   

  	
  shall mean, the
  Subsidiary which is the primary obligor on Subsidiary Funded Debt; provided
  that in the case of Subsidiary Funded Debt where (i) one or more other
  Subsidiaries are jointly or jointly and severally liable in respect thereof
  (other than by way of guaranty) or (ii) no Subsidiary is the primary obligor
  in respect of a Subsidiary Funded Debt but two or more Subsidiaries have
  issued Non-Consolidated Entity Guaranties in respect of the same obligation,
  the Subsidiary liable in respect thereof with the highest book value shall be
  deemed to be such primary obligor;

  
	
  “Joint Venture”

  	
   

  	
  shall mean at any date
  any Person (other than a Subsidiary) in which the Borrower or any Subsidiary
  has an ownership interest or other interests in profits or loss which would
  be accounted for in the consolidated financial statements of the Borrower and
  its consolidated Subsidiaries by the equity method if such statements were
  prepared as of such date;

  
	
  “Judgment Currency”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 13.1;

  
	
  “L/C Supportable
  Obligation(s)”

  	
   

  	
  means such obligations
  of the Borrower as are not inconsistent with the issuance policies of the
  applicable Letter of Credit Issuer; no Letter of Credit may be payable (1) to
  any entity or person who is subject to sanctions issued by the United States
  Department of Commerce or to whom payment is prohibited by the Foreign Asset
  Control Regulations of the Department of the Treasury or (2) which otherwise
  is in contravention of applicable laws and regulations;

  
	
  “Lender(s)”

  	
   

  	
  shall have the meaning
  ascribed thereto in the preamble;

  
	
  “Letter(s) of Credit”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 3.7;

  



 



 9
 






 



 


	
  “Letter of Credit Fee”

  	
   

  	
  shall have the meaning ascribed thereto in Section
  14.2;

  
	
  “Letter of Credit
  Issuer”

  	
   

  	
  means, with respect to
  each Letter of Credit, the Lender (being one of the Agents) which, at the
  request of the Borrower, issues the same;

  
	
  “Letter of Credit
  Outstandings”

  	
   

  	
  means, at any time, the
  aggregate Stated Amount of all outstanding Letters of Credit, less any
  drawings previously made thereunder;

  
	
  “Letter of Credit
  Participant”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 3.10;

  
	
  “Letter of Credit
  Participant Percentage”

  	
   

  	
  means, in relation to a
  Lender, the percentage of the Credit Facility set out opposite its name in
  Schedule A hereto; provided, however, that in the case of Extended Letters of
  Credit, the percentage shall be adjusted to include only the Commitments of
  the Lenders participating in the Extended Letters of Credit;

  
	
  “Letter of Credit
  Request”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 3.8;

  
	
  “LIBOR”

  	
   

  	
  means the rate of interest
  for deposits, in Dollars or the relevant Foreign Currency, as the case may
  be, of an amount equivalent to the relevant Advance (or portion thereof), for
  periods equivalent to the applicable Interest Period, which appear at or
  about 11:00 A.M. (London Time) on the day falling two (2) LIBOR
  Reference Days prior to the first day of the relevant Interest Period as
  displayed on page LIBOR01 of the Reuters screen, in the case of Dollars,
  Pounds Sterling, or Euros, or page SGDF= of the Reuters screen, in the case
  of Singapore Dollars (or such other page as may replace such page), as the
  case may be, on such system or on any other system of the information vendor
  for the time being designated by the British Bankers’ Association to
  calculate the BBA Interest Settlement Rate (as defined in the British
  Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms)
  dated August 1985)), provided, however, that, if on any date of determination
  of the Applicable Rate, no rate is so displayed for amounts equivalent to the
  relevant Advance (or portion thereof) and for periods equivalent to the
  applicable Interest Period, LIBOR shall be equal to the arithmetic mean
  (rounded upward if necessary to four decimal places) of the rates
  respectively quoted to the Facility Agent by each of the Reference Banks as
  the offered rate for deposits of Dollars or the relevant Foreign Currency, as
  the case may be, in an amount approximately equal to the amount in relation
  to which LIBOR is to be determined for a period 

  



 



 10
 






 



 


	
  

  	
  equivalent to such period to prime banks in the
  London Interbank Market at or about 11:00 a.m. (London time) on the
  second LIBOR Reference Day before the first day of such period;

  
	
  “LIBOR
  Reference Day(s)”

  	
  a day or days on which
  banks in the London interbank market generally will provide quotations for
  deposits in the relevant currencies;

  
	
  “Lien”

  	
   

  	
  shall mean any interest
  in property securing an obligation owed to, or a claim by, a Person other
  than the owner of the property, whether such interest is based on the common
  law, statute or contract, and including but not limited to the security
  interest lien arising from a mortgage, encumbrance, pledge, conditional sale,
  title retention agreement or trust receipt or a lease, consignment or bailment
  for security purposes or any arrangement having substantially the same legal
  effect as the foregoing;

  
	
  “List of Liens”

  	
   

  	
  shall mean a list of
  Liens in respect of Secured Debt on Vessels and Helicopters;

  
	
  “Majority Lenders”

  	
   

  	
  shall mean Lenders
  whose aggregate Commitments exceed fifty percent (50%) of the total
  Commitments;

  
	
  “Mandated Lead
  Arrangers”

  	
   

  	
  shall have the meaning
  ascribed thereto in the preamble;

  
	
  “Mandatory Reduction
  Amount”

  	
   

  	
  shall mean an amount
  equal to ten percent (10%) of the Committed Amount (before any mandatory or
  voluntary reduction hereunder);

  
	
  “Mandatory Reduction
  Date(s)”

  	
   

  	
  means each of  the
  anniversary dates of the date of this Agreement that the Committed Amount is
  reduced in accordance with Section 5.3(a) hereof;

  
	
  “Material Adverse
  Change”

  	
   

  	
  shall mean the
  occurrence of an event or condition which (a) materially impairs the ability
  of (1) the Borrower to meet any of its obligations with regard to the
  Credit Facility and the financing arrangements established in connection
  therewith or (2) the Borrower and the Subsidiaries to meet any of their
  respective other obligations that are material to the Borrower and the
  Subsidiaries considered as a whole or (b) has a material adverse effect
  on the business, assets, operations, property or financial condition of the
  Borrower and the Subsidiaries considered as a whole;

  
	
  “Materials of Environmental Concern”

  	
   

  	
  shall have the meaning ascribed thereto in Section
  2.1(m);

  



 



 11
 






 



 


	
  “New Subsidiaries”

  	
   

  	
  shall mean a group of
  corporations or other entities of which the Borrower or a Subsidiary acquires
  legally or beneficially greater than fifty percent (50%) of the issued
  and outstanding stock or other interest in each corporation or entity in the
  group and has more than fifty percent (50%) of the total voting power of the
  voting stock or other interest in such corporations or entities;

  
	
  “Non-Consolidated
  Entity”

  	
   

  	
  shall mean an entity
  which is not a Consolidated Subsidiary;

  
	
  “Non-Consolidated
  Entity Guaranty”

  	
   

  	
  shall mean a guaranty
  issued by a Consolidated Subsidiary of obligations of Non-Consolidated
  Entities of the types listed in sub-clauses (i) through (iii) of the
  definition of Subsidiary Funded Debt but excluding, in the case of a
  Consolidated Subsidiary which is not a Wholly-Owned Subsidiary, that
  proportion of the amount of such Guaranty which represents the minority
  interest holders’ share of such Guaranty;

  
	
  “Note”

  	
   

  	
  means a promissory note
  to be executed by the Borrower in favor of a Lender to evidence the Advances
  of the Credit Facility made by such Lender substantially in the form of
  Exhibit 1 or in such other form as the Facility Agent may agree;

  
	
  “Operating Accounts”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 8.1;

  
	
  “Other Subsidiaries”

  	
   

  	
  shall mean, as it
  relates to any Subsidiary Funded Debt, those Subsidiaries liable in respect
  thereof other than the Issuing Subsidiary;

  
	
  “Permitted Liens”

  	
   

  	
  means any of the liens
  permitted under Section 10.1(b)(i);

  
	
  “Person”

  	
   

  	
  shall mean an
  individual, partnership, corporation, limited liability company, business
  trust, bank, trust company, joint venture, association, joint stock company,
  trust or other unincorporated organization, whether or not a legal entity, or
  any government or agency or political subdivision thereof;

  
	
  “Plan”

  	
   

  	
  means any employee
  benefit plan covered by Title IV of ERISA maintained or contributed by the
  Borrower or any Subsidiary or any ERISA Affiliate;

  
	
  “Pounds Sterling”
  and the sign “£”

  	
   

  	
  means the legal
  currency, at any relevant time hereunder, of the United Kingdom;

  



 



 12
 






 



 


	
  “Prime Rate”

  	
   

  	
  means the rate which the relevant Letter of Credit
  Issuer announces from time to time as its prime lending rate, the Prime Rate
  to change when and as such prime lending rate changes;

  
	
  “Rate of Exchange”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 13.4;

  
	
  “Reference Banks”

  	
   

  	
  means the banks chosen
  from time to time by the British Bankers’ Association for the purpose of
  establishing Interest Settlement Rates;

  
	
  “Regulation T”

  	
   

  	
  shall mean Regulation T
  of the Board of Governors of the Federal Reserve System, as in effect from
  time to time;

  
	
  “Regulation U”

  	
   

  	
  shall mean Regulation U
  of the Board of Governors of the Federal Reserve System, as in effect from
  time to time;

  
	
  “Regulation X”

  	
   

  	
  shall mean Regulation X
  of the Board of Governors of the Federal Reserve System, as in effect from
  time to time;

  
	
  “Replacement
  Lender(s)”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 12.3;

  
	
  “Seabulk Notes”

  	
   

  	
  means the 9-1/2% Senior
  Notes due 2013 issued by Seabulk International, Inc., a corporation
  incorporated under the law of the State of Delaware and a subsidiary of the
  Borrower;

  
	
  “Secured Debt”

  	
   

  	
  means, for the
  Borrower, on a consolidated basis, the aggregate of any Indebtedness secured
  or collateralized by a Lien other than Title XI Debt;

  
	
  “Singapore Dollars
  and the symbol “SGD”

  	
   

  	
  means the legal
  currency, at any relevant time hereunder, of Singapore;

  
	
  “Stated Amount”

  	
   

  	
  means with respect to
  each Letter of Credit, the maximum amount available to be drawn thereunder
  (regardless of whether any conditions for drawing could then be met);

  
	
  “Structuring Agent”

  	
   

  	
  shall have the meaning
  ascribed thereto in the preamble;

  
	
  “Subsidiaries”

  	
   

  	
  means the corporations
  or other entities listed on Schedule B (including, without limitation,
  the Vessel Owning/Operating Subsidiaries) of which the Borrower owns legally
  or beneficially greater than fifty percent (50%) of the issued and
  outstanding stock or other interest in such entity and has more than fifty
  percent (50%) of the total voting power of the voting stock or other interest
  in such corporation or other entity, together with any other corporations or
  other entities now or hereafter in existence of which the Borrower owns
  legally 

  



 



 13
 






 



 


	
  

  	
   

  	
  or beneficially greater than fifty
  percent (50%) of the issued and outstanding stock or other interest in
  such entity and has more than fifty percent (50%) of the total voting power
  of the voting stock or other interest in such corporation or other entity,
  and each, a “Subsidiary”;

  
	
  “Subsidiary Funded
  Debt”

  	
   

  	
  shall mean, as to each
  Subsidiary, the sum of (i) indebtedness for borrowed money, all obligations
  evidenced by bonds, debentures, notes or similar instruments, and purchase
  money obligations which, in accordance with GAAP, would be shown on the
  balance sheet of such Subsidiary as a liability if a balance sheet were
  actually prepared in accordance with GAAP for such Subsidiary, (ii) all
  obligations arising under letters of credit in respect of which such Subsidiary
  is liable, (iii) all obligations as lessee under leases which have been,
  in accordance with GAAP, recorded as capitalized lease obligations on the
  consolidated balance sheet of the Borrower and would so appear on such
  Subsidiary’s balance sheet if a balance sheet were prepared in accordance
  with GAAP for such Subsidiary, (iv) Consolidated Subsidiary Guaranties
  and Non-Consolidated Entity Guaranties, in each case, up to the maximum
  amount guaranteed under the terms of any such guaranty but excluding (v) Title
  XI Debt, (vi) BNDES Debt, (vii) the Seabulk Notes and (viii) indebtedness
  which is consolidated in the Borrower’s published financial statements in
  accordance with GAAP and would so appear on such Subsidiary’s balance sheet
  if a balance sheet were prepared in accordance with GAAP for such Subsidiary
  but which represents a minority interest holders’ share of such indebtedness
  unless such minority holders’ share has been guaranteed by such Subsidiary;

  
	
  “Syndication Agent”

  	
   

  	
  shall have the meaning
  ascribed thereto in the preamble;

  
	
  “Taxes”

  	
   

  	
  means any present or
  future income or other taxes, levies, duties, charges, fees, deductions or
  withholdings of any nature now or hereafter imposed, levied, collected,
  withheld or assessed by any taxing authority whatsoever, except for taxes on
  or measured by the overall net income of the Lenders imposed by their
  respective jurisdiction of incorporation or domicile of the lending office
  making the Advances or issuing any Letter of Credit or any governmental
  subdivision or taxing authority of any thereof or by any other taxing
  authority having jurisdiction over any Agent or Lender (unless such
  jurisdiction is asserted solely by reason of the activities of the Borrower
  or any Subsidiary);

  



 



 14
 






 



 


	
  “Termination Date”

  	
   

  	
  means the day falling seven (7) years after the date
  hereof or, if such day is not a Banking Day, the next following Banking Day,
  unless such next following Banking Day falls in the following month, in which
  case the Termination Date shall be the immediately preceding Banking Day;

  
	
  “Title XI Debt”

  	
   

  	
  means any United States
  Government Guaranteed Ship Financing Obligations issued pursuant to Title XI
  of the Merchant Marine Act, 1936, as amended (46 App. U.S.C. 1273) by any
  Subsidiary that is non-recourse to the Borrower;

  
	
  “Total
  Capitalization”

  	
   

  	
  for any company, means,
  on a consolidated basis, the aggregate of Funded Debt and Consolidated Net
  Worth;

  
	
  “Transferee”

  	
   

  	
  shall have the meaning
  ascribed thereto in Section 7.2;

  
	
  “Underlying
  Subsidiary Funded Debt”

  	
   

  	
  shall mean the
  outstanding principal amount of Subsidiary Funded Debt issued or incurred by
  an Issuing Subsidiary;

  
	
  “Vessel
  Owning/Operating Subsidiaries”

  	
   

  	
  those Subsidiaries
  designated as Vessel Owning/Operating Subsidiaries on Schedule B, together
  with any future subsidiaries now or hereafter acquired which either own or
  operate Vessels or Helicopters, provided, however, that the CRN Group shall
  not be deemed to be Vessel Owning/Operating Subsidiary;

  
	
  “Vessels”

  	
   

  	
  means any vessels now
  or hereafter more than fifty percent (50%) owned, directly or indirectly, by
  a Vessel Owning/Operating Subsidiary; and

  
	
  “Wholly Owned
  Subsidiaries”

  	
   

  	
  means the Subsidiaries
  of which the Borrower owns legally or beneficially one hundred
  percent (100%) of the issued and outstanding stock or other interest in
  such entity and has one hundred percent (100%) of the total voting power of
  the voting stock or other interest in such corporation or other entity.

  



 


1.2.          Computation of Time Periods; Other
Definitional Provisions.  In this
Agreement and the Notes, in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including” and
the words “to” and “until” each mean “to but excluding”; words importing either
gender include the other gender; references to “writing” include printing,
typing, lithography and other means of reproducing words in a tangible visible
form; the words “including,” “includes” and “include” shall be deemed to be
followed by the words “without limitation”; references to articles, sections
(or subdivisions of sections), exhibits, annexes or schedules are to this
Agreement or the Notes, as applicable; references to agreements and other
contractual instruments (including this Agreement and the Notes) shall be
deemed to 



 15
 






 



include all subsequent amendments, amendments and
restatements, supplements, extensions, replacements and other modifications to
such instruments (without, however, limiting any prohibition on any such
amendments, extensions and other modifications by the terms of this Agreement
or the Notes); references to any matter that is “approved” or requires
“approval” of a party shall mean approval given in the sole and absolute
discretion of such party unless otherwise specified; words importing the plural
include the singular and vice-versa.


1.3.          Accounting Terms.  All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles as in effect from time to time in the United States of America
consistently applied (“GAAP”) and all financial statements submitted pursuant
to this Agreement shall be prepared in accordance with, and all financial data
submitted pursuant hereto shall be derived from financial statements prepared
in accordance with, GAAP.


1.4.          Certain Matters Regarding
Materiality.  To the extent that any
representation, warranty, covenant or other undertaking of the Borrower in this
Agreement is qualified by reference to those which are not reasonably expected
to result in a “Material Adverse Change” or language of similar implication, no
inference shall be drawn therefrom that any Agent or Lender has knowledge or
approves of any noncompliance by the Borrower with any governmental rule.


1.5.          Forms of Documents.  Except as otherwise expressly provided in
this Agreement, references to documents or certificates “substantially in the
form” of Exhibits to another document shall mean that such documents or
certificates are duly completed in the form of the related Exhibits with substantive
changes subject to the provisions of Section 18.5 of this Agreement.


1.6.          Headings.  In this Agreement, section headings are
inserted for convenience of reference only and shall not be taken into account
in the interpretation hereof.


SECTION 2.  REPRESENTATIONS
AND WARRANTIES


2.1.          Representations and Warranties.  In order to induce the Agents and the Lenders
to enter into this Agreement and to make the Advances and to issue and/or
participate in Letters of Credit as provided for herein, the Borrower hereby
represents and warrants to the Agents and the Lenders (which representations
and warranties shall survive the execution and delivery of this Agreement and
the Notes and the making of the Advances and the issuance of Letters of Credit)
that:


(a)           Due Organization and Power.  The Borrower and each of the Subsidiaries are
duly formed and are validly existing in good standing under the laws of their
respective jurisdictions of incorporation, have duly qualified and are
authorized to do business as a foreign corporation in each jurisdiction wherein
the nature of the business transacted thereby makes such qualification
necessary, have full power to carry on their respective businesses as now being
conducted and, in the case of the Borrower, to enter into and perform the
Borrower’s obligations under each of this Agreement and the Notes and have
complied with all statutory, regulatory and other requirements relative to such
businesses and such agreements the noncompliance with which could reasonably be
expected to give rise to a Material Adverse Change;


(b)           Authorization and Consents.  All necessary corporate action has been taken
to authorize, and all necessary consents and authorizations have been obtained
and remain 



 16
 






 



in full force and effect to permit, the Borrower to enter into and
perform its obligations under each of this Agreement and the Notes and to
permit the Borrower to borrow, service and repay the Advances and no further
consents or authorizations are necessary for the service and repayment of the Advances
or any part of any thereof;


(c)           Binding Obligations.  Each of this Agreement and the Notes
constitutes legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with its terms, except to the extent that such
enforcement may be limited by equitable principles or applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting generally the
enforcement of creditors’ rights;


(d)           No Violation.  The execution and delivery of, and the
performance of the provisions of, this Agreement and the Notes do not, and will
not during the Credit Period, contravene any existing applicable law or
regulation or any contractual restriction binding on the Borrower or its
certificate of incorporation or by-laws;


(e)           Litigation.  Except as otherwise disclosed in the 2005
annual report of the Borrower or the 10Q report of the Borrower for the period
ending June 30, 2006, no action, suit or proceeding is pending or overtly
threatened against the Borrower or any of the Subsidiaries before any court,
board of arbitration or administrative agency which could result in any
Material Adverse Change;


(f)            No Default.  Except as otherwise disclosed in writing to
the Facility Agent on or prior to the date hereof, neither the Borrower nor any
of the Subsidiaries are in default under any agreement by which any thereof is
bound, nor are any thereof in default in respect of any financial commitment or
obligation, where such default could result in any Material Adverse Change;


(g)           Vessel/Helicopter Ownership,
Classification, and Insurance.


(i)            Each of the Vessels and each of the
Helicopters is owned free and clear of all liens of record and duly registered
in the name of its owner;


(ii)           Each of the Vessels is classed in the
highest classification and rating for vessels of the same age and type with the
American Bureau of Shipping, Lloyd’s Register of Shipping, Det Norske Veritas,
Bureau Veritas, Germanischer Lloyd or other classification society acceptable
to the Facility Agent without any material outstanding recommendations and each
of the Helicopters, when not grounded or out of service is maintained in
accordance with prudent industry practices and as otherwise required by the
applicable governmental authorities; and


(iii)          Each of the Vessels and each of the
Helicopters is insured in accordance with standard industry practice,
including, without limitation, coverage for hull and machinery, all risk ground
and flight aircraft hull insurance (except to the extent any such Helicopters
are no longer operating), war risk, public liability and/or
protection & indemnity (evidence of which shall include, without
limitation, cover notes, certificates of entry or such other evidence as shall
be reasonably satisfactory to the Facility Agent);



 17














 


(h)           Citizenship.  Each of the Vessel Owning/Operating
Subsidiaries which owns a Vessel registered under the laws and flag of the
United States of America is eligible to document a United States flag vessel
within the meaning of 46 App. U.S.C. §12102(a) and, if any such Vessel is
operating in the coastwise trade, within the meaning of Section 2 of the United
States Shipping Act, 1916, as amended (46 App. U.S.C. § 802), the Vessel
Owning/Operating Subsidiary owning or operating same is qualified to own and operate
vessels in the coastwise trade;


(i)            Financial Statements.  Except as otherwise disclosed in writing to
the Lenders on or prior to the date hereof, all financial statements,
information and other data furnished by the Borrower to the Lenders are complete
and correct, and such financial statements have been prepared in accordance
with GAAP and accurately and fairly present the financial condition of the
parties covered thereby as of the respective dates thereof and the results of
the operations thereof for the period or respective periods covered by such
financial statements.  Since such date or
dates there has been no Material Adverse Change and neither the Borrower nor
any of the Subsidiaries have any contingent obligations, liabilities for taxes
or other outstanding financial obligations which on a consolidated basis are
material in the aggregate, except as disclosed in such statements, information
and data;


(j)            Tax Returns and Payments.  The Borrower and each of the Subsidiaries
have filed all tax returns required to be filed thereby and have paid all taxes
payable thereby which have become due, other than those not yet delinquent or
the non-payment of which would not give rise to a Material Adverse Change and
except for those taxes being contested in good faith and by appropriate
proceedings or other acts and for which adequate reserves have been set aside
on the books thereof;


(k)           Insurance.  Each of the Borrower and the Subsidiaries
have insured their respective properties, assets and businesses against such
risks and in such amounts as are required by law and as are customary for
comparable companies engaged in similar businesses;


(l)            Solvency.  On the date of the making of each Advance and
both immediately before and immediately after giving effect to all the
transactions contemplated by this Agreement and the other documents referred to
herein to occur on the date of the making of each Advance and as of the date
hereof, (i) the sum of the Borrower’s property (on a consolidated basis),
at a fair valuation, does and will exceed its liabilities (on a consolidated
basis), including contingent liabilities, (ii) the present fair salable
value of the Borrower’s assets (on a consolidated basis) is not and shall not
be less than the amount that will be required to pay the Borrower’s probable
liability on its then existing debts (on a consolidated basis), including
contingent liability, as they mature, (iii) the Borrower (on a
consolidated basis) does not and will not have unreasonably small capital with
which to continue its business, and (iv) the Borrower (on a consolidated
basis) has not incurred, does not intend to incur and does not believe it will
incur debts beyond its ability to pay such debts as they mature;


(m)          Environmental Matters.  Except as disclosed prior to the date of this
Agreement in writing to the Lenders (i) the Borrower and each of the
Subsidiaries are now and will continue to be, to the extent required, in
compliance with all applicable United States federal and state, local, foreign
and international laws, regulations, conventions and agreements relating to
pollution prevention or protection of human health or the environment
(including, without limitation, ambient air, surface water, ground water,
navigable waters, waters of the contiguous 



 18
 






 



zone, ocean waters and international waters), including, without
limitation, laws, regulations, conventions and agreements relating to
(1) emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous materials, oil,
hazardous substances, petroleum and petroleum products and by-products (“Materials
of Environmental Concern”), or (2) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Materials
of Environmental Concern (“Environmental Laws”) (except, as to all of the
above, where the failure to do so would not be reasonably likely to result in a
Material Adverse Change); (ii) the Borrower and each of the Subsidiaries
now have and will continue to have, to the extent required, all permits,
licenses, approvals, rulings, variances, exemptions, clearances, consents or
other authorizations required under applicable Environmental Laws (“Environmental
Approvals”) and are now and will continue to be, to the extent required, in
compliance with all Environmental Approvals required to operate their
respective businesses as then being conducted (except where the failure to
comply with, obtain or renew such permits, licenses, rulings, variances, exemptions,
clearances, consents or other authorizations would not be reasonably likely to
result in a Material Adverse Change); and (iii) neither the Borrower nor
any of the Subsidiaries have received any notice of any claim, action, cause of
action, investigation or demand by any Person, entity, enterprise or
government, or any political subdivision, intergovernmental body or agency,
department or instrumentality thereof, alleging potential liability which would
reasonably be likely to result in a Material Adverse Change, or a requirement
to incur, any investigatory costs, cleanup costs, response and/or remedial
costs (whether incurred by a governmental entity or otherwise), natural
resources, property and/or personal injury damages, attorneys’ fees and
expenses, or fines or penalties, in each case arising out of, based on or
resulting from (1) the presence, or release or threat of release into the
environment, of any Materials of Environmental Concern at any location, whether
or not owned by the Borrower or any of the Subsidiaries, or
(2) circumstances forming the basis of any violation, or alleged
violation, of any Environmental Law or Environmental Approval (“Environmental
Claim”) (other than Environmental Claims that have been fully and finally
adjudicated or otherwise determined and all fines, penalties and other costs,
if any, payable by the Borrower or any of the Subsidiaries in respect thereof
have been paid in full or which are fully covered by insurance (including
permitted deductibles)), if such costs, damages, fees, expenses, fines and/or
penalties on a consolidated basis are material in the aggregate;


(n)           Liens.  Other than as disclosed on Schedule C, there
are no Liens in respect of Secured Debt 
on any property owned by the Borrower or any Subsidiary of the Borrower;


(o)           ERISA.  The execution and delivery of this Agreement
and the consummation of the transactions hereunder will not involve any
prohibited transaction within the meaning of ERISA or Section 4975 of the
Code and no condition exists or event or transaction has occurred in connection
with any Plan resulting from the failure to comply with ERISA which is
reasonably likely to result in the Borrower or any Subsidiary or any ERISA
Affiliate incurring any liability, fine or penalty which individually or in the
aggregate would have a material adverse effect. 
Prior to the date hereof, the Borrower has delivered to the Facility
Agent a list of all the employee benefit plans to which the Borrower or any  Subsidiary or any ERISA Affiliate is a “party
in interest” (within the meaning of Section 3(14) of ERISA) or a “disqualified
person” (within the meaning of Section 4975(e)(2) of the Code);



 19
 






 



(p)           Foreign Trade Control Regulations.  None of the transactions contemplated herein
will violate any of the provisions of the Foreign Assets Control Regulations of
the United States of America (Title 31, Code of Federal Regulations,
Chapter V, Part 500, as amended), any of the provisions of the Cuban
Assets Control Regulations of the United States of America (Title 31, Code
of Federal Regulations, Chapter V, Part 515, as amended), any of the
provisions of the Libyan Sanctions Regulations of the United States of America
(Title 31, Code of Federal Regulations, Chapter V, Part 550, as
amended), any of the provisions of the Iranian Transactions Regulations of the
United States of America (Title 31, Code of Federal Regulations, Chapter V,
Part 560, as amended), any of the provisions of the Iraqi Sanctions Regulations
(Title 31, Code of Federal Regulations, Chapter V, Part 575, as
amended), any of the provisions of the Federal Republic of Yugoslavia (Serbia
and Montenegro) Sanctions Regulations (Title 31, Code of Federal
Regulations, Chapter V, Part 585 as amended) or any of the provisions
of the Regulations of the United States of America Governing Transactions in
Foreign Shipping of Merchandise (Title 31, Code of Federal Regulations,
Chapter V, Part 505, as amended); and


(q)           Lawful Purposes/Ultimate
Beneficiary.  The Borrower requires
the Credit Facility for use in connection with its lawful corporate purpose and
for no other purposes and the Borrower’s use of the Credit Facility does not
contravene any law, official requirement or other regulatory measure or
procedure applicable to the Borrower implemented to combat “money laundering”
(as defined in Article 1 of the Directive (91/308/EEC) of the Council of the
European Communities) and comparable United States Federal and state laws
applicable to the Borrower.  The Borrower
represents that it is the ultimate beneficiary of the Credit Facility
contemplated in this Agreement and will promptly notify the Lenders (by written
notice to the Facility Agent) if it ceases to be the ultimate beneficiary.
 Such written notice shall disclose the name and the address of the new
ultimate beneficiary.


SECTION 3.  ADVANCES
OF THE FACILITY/LETTERS OF CREDIT


3.1.          Purpose.  The Lenders have agreed to make the Initial
Commitment under the Credit Facility available for purposes of (a) vessel
acquisitions by the Borrower or any of its Subsidiaries, and (b) general
corporate purposes of the Borrower.  Upon
the written request of the Borrower to the Facility Agent, the Initial
Commitment under the Credit Facility may be increased by the Commitment
Increase, provided that (a) at the time of making such request, there exists no
Material Adverse Change or Event of Default and that such increase in the
Committed Amount would not cause a Material Adverse Change or Event of Default,
(b) the existing Lenders at the time of the making of such request or any new
Lenders who has become a party hereto in accordance with Section 11 hereof,
agree to make the Commitment Increase or a portion thereof available, and (c)
any such increase in the Committed Amount shall be in minimum increments of
Twenty-five Million Dollars ($25,000,000). 
The purposes of the Commitment Increase shall be the same as those for
which the Initial Commitment is to be utilized.


3.2.          Advances.  Each of the Lenders, relying upon each of the
representations and warranties set out in Section 2, hereby agrees with
the Borrower that, subject to the terms of this Agreement, it will on the
Drawdown Dates make its portion of each Advance (pro rata
in proportion to its Commitment) in Dollars or a Foreign Currency, as requested
by the Borrower, available through the Facility Agent to the Borrower in an
aggregate amount not to exceed at any one time outstanding the then available
Committed Amount, provided, however, that no further 



 20
 






 



Advances shall be made one month prior to the Termination Date.  The Initial Advance  shall be in an amount (in an integral
multiple of One Million Dollars ($1,000,000)) equal to or exceeding Five
Million Dollars ($5,000,000) and each subsequent Dollar Advance shall be in an
amount (in an integral multiple of One Million Dollars ($1,000,000)) equal to
or exceeding One Million Dollars ($1,000,000). 
Each Foreign Currency Advance shall be in an amount (in an integral
multiple of one hundred (100) units of account of the relevant currency)
equal to or exceeding the then Dollar Equivalent of One Million Dollars
(US$1,000,000).  Each Advance may only be
denominated in a single currency.  Each
Advance shall be repaid in full, as more fully set forth hereinafter, not later
than the Termination Date.  Not more than
fifteen (15) Advances may be made in each consecutive twelve (12) month
period.  Within the limits of this
Section 3.2 and upon the conditions herein provided, the Borrower may from
time to time borrow pursuant to this Section 3.2, repay Advances pursuant
to Section 5 and reborrow pursuant to this Section 3.2.  The obligation of each Lender to advance its
respective portion of any Advance shall be several and not joint with the other
Lenders.  With respect to each Advance,
no Lender shall be obliged to advance to the Borrower (a) with respect to
each Advance, an amount in excess of such Lender’s pro rata
share of such Advance and, (b) when aggregated with all other Advances
outstanding at any time, an amount in excess of its Commitment.


3.3.          Drawdown Notice.  The Borrower shall not less than
three (3) Banking Days before each Drawdown Date (other than a Drawdown
Date occurring by reason of a drawing under any Letter of Credit) serve a
notice (a “Drawdown Notice”) on the Facility Agent (which shall promptly
furnish a copy to each Lender), substantially in the form set out in
Exhibit 2, which notice shall (a) be in writing addressed to the
Facility Agent, (b) be effective on receipt by the Facility Agent,
provided it is received before 11 a.m. New York time (otherwise it shall be
deemed to have been received on the next Banking Day), (c) specify the
currency, amount and purpose of the Advance to be drawn, (d) specify the
Banking Day on which the Advance is to be drawn and the initial Interest
Period, (e) specify the disbursement instructions and (f) be
irrevocable.


3.4.          Drawdown Notice a Warranty.  Each Drawdown Notice shall be deemed to
constitute a warranty by the Borrower (a) that the representations and
warranties stated in Section 2 are true and correct on the date of such
Drawdown Notice and will be true and correct on the Drawdown Date as if made on
such date, (b) that after giving effect to the borrowing made pursuant to
such Drawdown Notice, the Credit Facility Balance shall not exceed the
Committed Amount then available hereunder pursuant to Section 3.2 and
(c) that no Event of Default nor any event which, with the giving of
notice or lapse of time, or both, would constitute an Event of Default has
occurred and is continuing.


3.5.          Notation of Advance on Note.  Each Advance, or pro  rata
portion thereof, made by a Lender to the Borrower may be evidenced by a
notation of the same made by such Lender on the grid attached to such Lender’s
Note, which notation, absent manifest error, shall be prima facie evidence of
the amount of the relevant Advance.


3.6.          Foreign Currency Advances.  The Dollar Equivalent (calculated at the
applicable  Exchange Rate from time to
time prevailing) of the aggregate principal amount of Foreign Currency Advances
at any time outstanding under the Credit Facility (together with the Dollar
Equivalent of the aggregate Stated Amount of Letters of Credit then outstanding
and denominated in currencies other than Dollars) shall not exceed fifty
percent (50%) of the then available Committed Amount.  To the extent provisions of this Agreement
require the calculation 



 21
 






 



of amounts advanced or available under the Credit Facility in Dollars,
any such amounts (if denominated in a currency other than Dollars) which are
subject to such calculation shall, for purposes of such calculations, be
notionally converted to Dollars at the relevant Exchange Rate then
prevailing.  The calculation of such
currency conversion shall be certified by the Facility Agent or the Letter of
Credit Issuer, as the case may be, which certification, absent any manifest
error, shall be conclusive and binding on the Borrower and the Lenders.  If exchange rate fluctuations (a) cause the
Credit Facility Balance to exceed the Committed Amount at any time or (b) cause
the Foreign Currency Advances (together with the Dollar Equivalent of the
aggregate Stated Amount of Letters of Credit then outstanding and denominated
in currencies other than Dollars) to exceed fifty percent (50%) of the then
available Committed Amount at any time, then the Borrower shall, within
seven (7) days of written demand of the Facility Agent, repay Advances
and, thereafter to the extent necessary, cash collateralize Letters of Credit,
in an amount equal to the excess of the Credit Facility Balance over the
Committed Amount or repay Foreign Currency Advances (together with the Dollar
Equivalent of the aggregate Stated Amount of Letters of Credit then outstanding
and denominated in currencies other than Dollars) in an amount sufficient to
reduce Foreign Currency Advances to not more than fifty percent (50%) of the
then available Committed Amount, as the case may be.


3.7.          Letters of Credit.  (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request that a Letter of Credit
Issuer at any time and from time to time prior to the Banking Day immediately
preceding the Termination Date issue, for the account of the Borrower and in
support of L/C Supportable Obligations, and subject to and upon the terms and
conditions herein set forth, such Letter of Credit Issuer agrees to issue from
time to time, irrevocable standby letters of credit denominated in Dollars (or
in such other currency as the Borrower and the Letter of Credit Issuer may
agree) and in such form as may be approved by the Letter of Credit Issuer
(singly, a “Letter of Credit” and collectively, the “Letters of Credit”).  Schedule E contains a description of all
letters of credit issued for the account of the Borrower pursuant to the
Existing Credit Agreement which will remain outstanding on the date hereof.  Each such letter of credit, including any
extension thereof (each an “Existing Letter of Credit”), shall constitute a “Letter
of Credit”, for all purposes of this Agreement and shall be deemed issued for
the purposes of Sections 3.10 and 14.2 on the date hereof.


(b)           Notwithstanding the foregoing,
(i) no Letter of Credit shall be issued, the Stated Amount of which,
(x) when added to the Letter of Credit Outstandings at such time, would
exceed Two Hundred Million Dollars ($200,000,000) or (y) when added to the
Letter of Credit Outstandings at such time plus the aggregate principal amount
of all Advances made by Lenders then outstanding would exceed the Committed
Amount at such time; and (ii) each Letter of Credit shall have an expiry date
occurring not later than the earlier of (x) the date which occurs thirty-six
(36) months after the date of issuance thereof and (y) the Banking Day
immediately preceding the Termination Date; provided that the Borrower may
request, and the Letter of Credit Issuer, the Facility Agent and the  Lenders may consent, in their respective
absolute discretion, to extend the expiry dates of certain Letters of Credit
beyond the Termination Date (singly, an “Extended Letter of Credit” and
collectively, the “Extended Letters of Credit”).  Should one or more Lenders not consent to the
requested extension, the Borrower may request and the Letter of Credit Issuer,
the Facility Agent and the remaining Lenders may agree to provide such Extended
Letter of Credit and in such case and for such purpose, the Commitments of the
Lenders will be adjusted accordingly. 
For purposes of determining compliance with limitations set forth in
this Agreement, the Dollar Equivalent of the Stated 



 22
 






 



Amount of any Letter Credit denominated in a currency other than Dollars
shall be converted at the Issuer’s Exchange Rate in effect at the time of
determination.


3.8.          Request for Issuance of Letter of
Credit.  (a) Whenever the Borrower
wishes that a Letter of Credit be issued, the Borrower shall give the
applicable Letter of Credit Issuer written notice (a “Letter of Credit Request”),
copied to the Facility Agent, substantially in the form of Exhibit 3 prior
to 11:00 a.m., New York time, at least three (3) Banking Days prior to the
proposed date of issuance (which shall be a Banking Day), which Letter of
Credit Request shall include any documents that the Letter of Credit Issuer may
reasonably require in connection therewith. 
The Letter of Credit Request shall be irrevocable.  The Letter of Credit Issuer shall promptly notify
each Lender of each Letter of Credit Request.


(b)           The Letter of Credit Issuer shall, on
the date of each issuance of a Letter of Credit by it, give each Lender and the
Borrower written notice of the issuance of such Letter of Credit.


3.9.          Letter of Credit Payments Deemed
Advances.  (a) The Borrower hereby
agrees that any payment or disbursement made by a Letter of Credit Issuer under
any Letter of Credit shall be deemed an Advance in Dollars (amounts paid or
disbursed in currencies other than Dollars or Foreign Currencies shall be
converted to Dollars at the Exchange Rate as of the date of payment or
disbursement) or the Foreign Currency in which such Letter of Credit was
denominated under this Agreement and shall bear interest for each day from the date
of such payment or disbursement at the Base Rate as in effect on each day until
the date falling three (3) Banking Days after receipt by the Facility Agent of
an Interest Notice with respect to such Advance and shall thereafter bear
interest at the Applicable Rate.  The
Letter of Credit Issuer shall give prompt notice to the Borrower and the
Lenders of each payment or disbursement and the amount thereof in, as
applicable, (x) Dollars, (y) the relevant Foreign Currency or (z), if
such payment or disbursement was in a currency other than Dollars or a Foreign
Currency, the Dollar Equivalent of such payment or disbursement (together with
the sum thereof in the relevant foreign currency and the applicable Exchange
Rate) under a Letter of Credit.


(b)           (i)            The
Letter of Credit Issuer shall not concern itself with the regularity or
propriety of any demand made under any Letter of Credit beyond the face
thereof, provided that such demand strictly complies with the terms of such
Letter of Credit and (subject to the above proviso) it shall not be a defense
to a claim of the Letter of Credit Issuer that the Letter of Credit Issuer
could have resisted the payment in respect of which such claim is made.


                                (ii)           The Borrower’s obligation to repay
any Advance deemed made under this Section 3.9 (including, in each case,
interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which the Borrower may have or have had against the Letter of Credit
Issuer or any Lender, including, without limitation, any defense based upon the
failure of any drawing under a Letter of Credit to conform to the terms of the
Letter of Credit (other than the failure of the Letter of Credit Issuer to
determine that any documents required to be delivered under such Letter of
Credit have been delivered and that they comply on their face with the
requirements of such Letter of Credit) or any non-application or misapplication
by the beneficiary of the proceeds of such drawing; provided, however, that the
Borrower shall not be obligated to reimburse the Letter of Credit Issuer for
any wrongful payment made by the Letter of Credit Issuer under a Letter 



 23
 






 



of Credit as a result of acts or omissions constituting willful misconduct
or gross negligence on the part of the Letter of Credit Issuer.


3.10.        Letter of Credit Participation.  (a) Immediately upon the issuance by a Letter
of Credit Issuer of such Letter of Credit, the Letter of Credit Issuer shall be
deemed to have sold and transferred to each Lender, and each Lender (each a “Letter
of Credit Participant”) shall be deemed irrevocably and unconditionally to have
purchased and received from the Letter of Credit Issuer, without recourse or
warranty, an undivided interest and participation, in proportion to such Lender’s
Commitment, in such Letter of Credit, each substitute letter of credit, each
drawing made thereunder and the obligation of the Borrower under this Agreement
with respect thereto (although the Letter of Credit Fee shall be payable
directly to the Facility Agent for the account of the Letter of Credit
Participants as provided in Section 14.2) and any security therefor or guaranty
pertaining thereto; provided, however, that for purposes of an
Extended Letter of Credit, a Lender that did not consent to an Extended Letter
of Credit shall not be deemed to be a Letter of Credit Participant in such
Extended Letter of Credit.


(b)           In determining whether to pay under
any Letter of Credit, the Letter of Credit Issuer shall not have any obligation
relative to the respective Letter of Credit Participants other than to
determine that any documents required to be delivered under such Letter of
Credit have been delivered and that they comply on their face with the
requirements of such Letter of Credit. 
Any action taken or omitted to be taken by the Letter of Credit Issuer
under or in connection with any Letter of Credit, if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for the
Letter of Credit Issuer any resulting liability to the respective Letter of
Credit Participants.


(c)           In the event that any Letter of
Credit Issuer makes any payment under any Letter of Credit issued thereby, upon
receipt of notice thereof as provided in Section 3.9(a), each Letter of Credit
Participant shall promptly and unconditionally pay to the Letter of Credit
Issuer, the amount of such Letter of Credit Participant’s Percentage of such
payment in Dollars (or if the Letter of Credit was (x), issued in a Foreign
Currency, the currency of issuance or (y) issued in a currency other than
Dollars or the Foreign Currencies, in Dollars, based upon the Dollar Equivalent
of the deemed advance as calculated pursuant to Section 3.9(a)) and in
same day funds; provided, however, that no Letter of Credit Participant shall
be obligated to pay to the Letter of Credit Issuer its percentage of such
payment for any wrongful payment made by the Letter of Credit Issuer under a
Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer.  If the Letter of Credit Issuer so notifies
any Letter of Credit Participant required to fund a Drawing under a Letter of
Credit prior to 11:00 a.m., New York time, on any Banking Day, such Letter of
Credit Participant shall make available to the Letter of Credit Issuer such
Letter of Credit Participant’s Percentage of the amount of such payment on such
Banking Day in same day funds.  If and to
the extent such Letter of Credit Participant shall not have so made its
percentage of the amount of such drawing available to the Letter of Credit
Issuer, such Letter of Credit Participant agrees to pay to the Letter of Credit
Issuer, forthwith on demand such amount, together with interest thereon, for
each day from such date until the date such amount is paid to the Letter of
Credit Issuer at the overnight Federal Funds Effective Rate.  The failure of any Letter of Credit
Participant to make available to the Letter of Credit Issuer its percentage of
any drawing under any Letter of Credit shall not relieve any other Letter of
Credit Participant of its obligation hereunder to make available to the Letter
of Credit Issuer its percentage of any payment under any Letter of Credit on the
date required, as specified above, but no Letter of Credit Participant 



 24
 






 



shall be responsible for the failure of any other Letter of Credit
Participant to make available to the Letter of Credit Issuer such other Letter
of Credit Participant’s Percentage of any such payment.


(d)           The obligation of the respective
Letter of Credit Participants to make payments to the applicable Letter of
Credit Issuer with respect to Letters of Credit shall be irrevocable and not
subject to counterclaim, set-off or other defense or any other
qualification or exception whatsoever (provided that no Letter of Credit
Participant shall be required to make payments resulting from the Letter of
Credit Issuer’s gross negligence or willful misconduct) and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:


(i)            any lack of validity or
enforceability of this Agreement.


(ii)           the existence of any claim, set-off,
defense or other right which the Borrower may have at any time against a
beneficiary named in a Letter of Credit, any transferee of any Letter of Credit
(or any person for whom any such transferee may be acting),  any Agent or Lender or other person, whether
in connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions (including any underlying
transaction between the Borrower and the beneficiary named in any such Letter
of Credit);


(iii)          any draft, certificate or other
document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect; or


(iv)          the occurrence of any Event of
Default.


SECTION 4.  CONDITIONS


4.1.          Conditions Precedent to Drawdown of
the Initial Advance under the Credit Facility.  The obligation of the Lenders to make the
initial Advance available to the Borrower under this Agreement shall be
expressly subject to the following conditions precedent:


(a)           the Facility Agent shall have
received the following documents in form and substance satisfactory to the
Facility Agent and its legal advisers:


(i)            copies, certified as true and
complete by an officer of the Borrower of the resolutions of its board of
directors evidencing approval of this transaction and authorizing an
appropriate officer or officers or attorney-in-fact or attorneys-in-fact to
execute this Agreement and the Notes and any other documents required in
connection herewith on its behalf;


(ii)           copies, certified as true and
complete by an officer of the Borrower or other applicable party, of all
documents evidencing any other necessary actions (including actions by such
parties thereto other than the Borrower as may be required by the Lenders),
approvals or consents with respect to this Agreement and the Notes and the
transactions contemplated hereby and thereby;


 



 25














 


 


(iii)          copies, certified as true and complete
by an officer of the Borrower of its certificate of incorporation and by-laws;


(iv)          certificate of the Secretary or
Assistant Secretary of the Borrower certifying as to (x) the incumbency of
the signatories of the Borrower, (y) the present directors of the Borrower and
(z) the authorized, issued and outstanding capital stock of each of the Vessel
Owning/Operating Subsidiaries legally and beneficially owned by the Borrower;
and


(v)           good standing certificate of the
Borrower;


(b)           the Borrower shall have duly executed
and delivered:


(i)            this Agreement,


(ii)           the Notes, and


(iii)          the letter agreement referred to in
Section 14.3;


(c)           the Operating Accounts referred to in
Section 8.1 shall have been duly established with the Facility Agent;


(d)           the Facility Agent shall have
received a certificate of the chief financial officer of the Borrower
confirming the representations and warranties set forth in Section 2.1(l)
and containing conclusions as to the solvency of the Borrower (on a
consolidated basis);


(e)           the Agents and the Lenders shall have
received payment in full of all fees and expenses due to them on the date
hereof including, without limitation, all fees and expenses due under
Section 14;


(f)            the Facility Agent shall be
satisfied that neither the Borrower nor any of the Subsidiaries is subject to
any Environmental Claim which could give rise to a Material Adverse Change;


(g)           the Facility Agent shall have
received true and complete copies of (i) the 10K report of the Borrower
for the year ending December 31, 2005 filed with the United States
Securities and Exchange Commission and (ii) all 10Q and 8K reports filed
by the Borrower with the United States Securities and Exchange Commission since
December 31, 2005;


(h)           no Material Adverse Change having
occurred since June 30, 2006;


(i)            the Facility Agent having received
such evidence as it may require that the Borrower and each of the Subsidiaries
have insured their respective properties and other assets with underwriters and
agents acceptable to the Facility Agent in the manner required under
Section 2.1(k);


(j)            the Facility Agent shall have
received opinions from Seward & Kissel LLP, counsel to the Lenders and
the Agents, Alice Gran, Esq., in-house counsel to the Borrower and Weil,
Gotshal & Manges, special counsel to the Borrower, in such form as the
Facility Agent may agree, as well as such other legal opinions as the Lenders
shall have required as to all or any 



 26
 






 



matters under the laws of the United States of America, the State of
New York and the State of Delaware covering the representations and conditions
which are the subjects of Sections 2 and 4 or in such other form as
the Facility Agent may agree; and


(k)           the Facility Agent shall have
received evidence of the termination, cancellation and prepayment of all
amounts outstanding under the Existing Credit Facility.


4.2.          Further Conditions Precedent.  The obligation of the Lenders to make any
Advance (other than an Advance which occurs by reason of a drawing under any Letter
of Credit) available to the Borrower shall be expressly and separately from the
foregoing conditional upon, on the relevant Drawdown Date:


(a)           the Facility Agent having received a
Drawdown Notice in accordance with the terms of Section 3.3;


(b)           the representations stated in
Section 2 (updated mutatis mutandis) being true and correct as if made on
that date;


(c)           no Event of Default having occurred
and being continuing and no event having occurred and being continuing which,
with the giving of notice or lapse of time, or both, would constitute an Event
of Default; and


(d)           the Facility Agent being satisfied
that no Event of Default will arise following the drawdown of the Advance in
question by reason of the drawdown of the Advance and that no event or state of
affairs exists which constitutes, in the reasonable opinion of the Facility
Agent, a material risk that it will be unlawful or impossible for the Borrower
to make any payment or perform any material obligation as required under the
terms of this Agreement and the Notes.


4.3.          Break Funding Costs.  In the event that, on any date specified for
the making of an Advance in any Drawdown Notice, the Lenders shall not be
obliged under this Agreement to make such Advance available under this
Agreement, the Borrower shall indemnify and hold the Lenders or any of them,
fully harmless against any losses which they may sustain as a result of
borrowing or agreeing to borrow funds to meet the drawdown requirement in
respect thereof and the certificate of such Lender, absent manifest error,
shall be conclusive and binding on the Borrower as to the extent of any such
losses.


4.4.          Satisfaction after Drawdown.  Without prejudice to any of the other terms
and conditions of this Agreement, in the event the Lenders, in their sole
discretion, make an Advance prior to the satisfaction of all or any of the
conditions referred to elsewhere in Sections 4.1 and 4.2, the Borrower
hereby covenants and undertakes to satisfy or procure the satisfaction of such
condition or conditions within fourteen (14) days after the relevant
Drawdown Date (or such longer period as the Lenders, in their sole discretion,
may agree) and the failure of the Borrower to do so will constitute an Event of
Default.


SECTION 5.  REPAYMENT,
PREPAYMENT AND REDUCTION


5.1.          Repayment.  The Borrower shall repay all outstanding
Advances (subject to reductions and prepayments as hereinafter set forth) on
the Termination Date and shall also repay outstanding Advances, to the extent
required to comply with (a)  Section 3.6, (b) a reduction
of



 27
 






 



 the Credit Facility pursuant to
Section 5.3 or (c) as may be otherwise provided in this
Agreement.  Each Advance (together with
interest accrued thereon and any costs or other sums associated therewith
payable by the Borrower hereunder) shall be repaid in the currency in which
such Advance was drawn down or, in the case of such costs or sums, the currency
in which such cost or sum was incurred or booked by the Agent and the Lenders.


5.2.          Prepayment.  The Borrower may prepay, upon three (3)
days’ written notice, any outstanding Advance or any portion thereof, without
penalty, provided that such prepayment is made on the last day of the Interest
Period covering such Advance.  Each
prepayment shall be (a) in a minimum amount of:  (x) if made in Dollars, One Million
Dollars ($1,000,000) or (y) if made in a Foreign Currency, the then Dollar
Equivalent (rounded upward to the nearest multiple of one hundred (100)
units of account of the relevant currency) of One Million Dollars ($1,000,000),
(b) in an amount equal to an integral multiple of such minimum amount or
(c) in the full amount of the Advance. 
On the date of prepayment (whether pursuant to this Section or as a
consequence of any reduction in the Committed Amount) all accrued interest to
the date of such prepayment shall be paid in full with respect to Advances or
portion thereof being prepaid, together with any and all actual costs or
expenses incurred by  any Agent or Lender
in connection with any breaking of funding 
( as certified by the relevant Lenders, which certification, absent any
manifest error, shall be conclusive and binding on the Borrower).


5.3.          Permanent
Reduction of the Committed Amount of the Credit Facility.


(a)           Mandatory
Permanent Reduction.  Subject to the
following provisions of this Section 5, (i) on the fifth anniversary of the
date of this Agreement, the outstanding Committed Amount shall be reduced by an
amount equal to the Mandatory Reduction Amount, (ii) on the sixth anniversary
of the date of this Agreement, the Committed Amount shall be further reduced by
an amount equal to the Mandatory Reduction Amount, and (iii) on the Termination
Date, the Committed Amount shall be reduced to zero.


(b)           Voluntary Permanent Reduction.  The Borrower shall have the right, at any
time and from time to time, to request, without penalty, a permanent partial or
whole reduction of the Committed Amount, provided that (a) the Facility
Agent receives three (3) Banking Days’ prior written notice of such
request and (b) if the then outstanding Credit Facility Balance exceeds
the Committed Amount as so reduced, such requested reduction occurs on the last
day of the applicable Interest Period(s) for Advances (or portions thereof)
outstanding under this Agreement at least equal to the excess of the  Credit Facility Balance over the reduced
Committed Amount.  Each such partial
permanent reduction shall be equal to or shall exceed Ten Million Dollars
($10,000,000) and shall be an integral multiple of Ten Million Dollars
($10,000,000).


5.4.          Reduction of Commitment.  Simultaneously with each reduction of the
Committed Amount (whether pursuant to Section 5.3 or otherwise), each
Lender’s Commitment in respect of the Credit Facility shall be reduced pro rata in proportion to their respective interests in the
Credit Facility.


SECTION 6.  INTEREST
AND RATE


6.1.          Applicable Rate.  Except as otherwise provided in Section 3.9,
each Advance shall bear interest at a rate per annum (the “Applicable
Rate”) equal to the aggregate of



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(a) LIBOR for the applicable Interest Period, plus (b) the
Applicable Margin plus (c) any applicable margin or eurocurrency liability
reserve requirement imposed on any Lender as a result of the operation of
Regulation D (Title 12, Code of Federal Regulations, Chapter II,
Part 204), or any successor thereto, or similar reserve requirement
imposed upon a Lender by the jurisdiction of incorporation of such Lender or
the domicile of its lending office making its Advances, as in effect from time
to time constituting a sum payable by the Borrower under
Section 12.2.  Upon the occurrence
of an Event of Default or an event or condition which, with the giving of
notice or passage of time or both, would constitute an Event of Default, the
Credit Facility Balance or any other amount payable hereunder or under the
Notes shall bear interest thereafter at a rate (the “Default Rate”) of two
hundred basis points (200 bp) over the Applicable Rate then in effect.


6.2.          LIBOR; Interest Periods.  With respect to each Advance, the Borrower
may select Interest Periods of one (1), two (2), three (3),
six (6), nine (9) or twelve (12) months (or such longer period as the
Lenders may, in their sole discretion, agree), provided however, that in no
event may the Borrower select an Interest Period of one (1) month more
than six (6) times in any calendar year. 
The Borrower shall give an Interest Notice to the Facility Agent (which
shall promptly forward same to the Lenders) at least three (3) Banking
Days prior to the end of any then existing Interest Period, which Interest
Notice shall set forth the Interest Period selected.  If at the end of any then existing Interest
Period, the Borrower fails to give an Interest Notice as provided herein, the
following Interest Period shall have a duration of three (3) months.  LIBOR and the Applicable Rate shall be
determined by the Facility Agent two (2) Banking Days prior to the first
day of the relevant Interest Period and shall be promptly notified in writing
to the Borrower.  The Borrower’s right to
select an Interest Period shall be further subject to the restriction that no
selection of an Interest Period shall be effective unless the Lenders are
satisfied that the necessary funds will be available to the Lenders for such
period and the Facility Agent is satisfied that no Event of Default or event
which with notice or the passage of time, or both, would constitute an Event of
Default shall have occurred.  No Interest
Period may extend beyond the Termination Date.


6.3.          Interest Payments.  Interest on each Advance or portion thereof,
shall be payable quarterly in arrears and on the last day of each Interest
Period.


6.4.          Interest Due Only on Banking Day.  If interest would, under Section 6.3, be
payable on a day which is not a Banking Day, it shall then be payable on the
next following Banking Day, unless such next following Banking Day falls in the
following month in which case it shall be payable on the Banking Day
immediately preceding the day on which such interest would otherwise be
payable.


6.5.          Calculation of Interest.  All interest shall accrue from day to day and
be calculated on the actual number of days elapsed and on the basis of a three
hundred sixty (360) day year.


SECTION 7.  PAYMENTS


7.1.          Place of Payments, No Set Off.  All payments to be made hereunder by the
Borrower shall be made on the due dates of such payments to the Facility Agent
at its office located at 200 Park Avenue, New York, New York or to such
other branch of the Facility Agent as the Facility Agent may direct, without
set-off or counterclaim and free from, clear of and without deduction for, any
Taxes, provided, however, that if the Borrower shall at any time be



 29
 






 



compelled by law to withhold or deduct any Taxes from any amounts
payable to the Agents and the Lenders hereunder, then, subject to
Section 7.2, the Borrower shall pay such additional amounts in Dollars as
may be necessary in order that the net amounts received after withholding or
deduction shall equal the amounts which would have been received if such
withholding or deduction were not required and, in the event any withholding or
deduction is made, whether for Taxes or otherwise, the Borrower shall promptly
send to the Facility Agent such documentary evidence with respect to such
withholding or deduction as may be required from time to time by the Agents and
the Lenders or any thereof.


7.2.          Proof of no Withholding.  Each Lender and any transferee, assignee or
participation holder (a “Transferee”) that is not incorporated under the laws
of the United States of America or a State thereof agrees that, on the initial
Drawdown Date and prior to the first date on which any payment is due to such
Lender or Transferee hereunder, the Lender or Transferee shall deliver to the
Borrower a duly completed United States Internal Revenue Service Form W-8 BEN or
Form W-8 ECI (or applicable successor form) indicating that such Lender is
exempt from United States withholding tax. 
Each Lender or Transferee that is incorporated under the laws of the
United States or a State thereof shall, prior to the first date on which any
payment is due to such Lender or Transferee hereunder, deliver to the Borrower
a United States Internal Revenue Service Form W-9 (or applicable successor
form).  A Lender or Transferee subject to
the provisions of this Section 7.2 further undertakes to deliver to the
Borrower another copy of any of the foregoing forms on or before the date that
any such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered thereby to the
Borrower, unless in any such case an event (including, without limitation, any
change in treaty, law or regulation) has occurred prior to the date on which
any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Lender or Transferee from duly
completing and delivering any such form with respect to it, and such Lender or
Transferee has advised the Borrower that it is no longer exempt from United
States withholding tax or exempt from United States backup withholding tax, as
the case may be.  The Borrower shall not
be required to pay any additional amounts described in Section 7.1 hereof to
the extent that the underlying Taxes arise as a result of (i) a Lender’s or a
Transferee’s failure to provide any applicable IRS form referred to in this
Section 7.2 within sixty (60) days after the Borrower has made a written
request for such form, or (ii) the IRS determining upon audit of the Borrower
that such IRS form submitted by the Lender or a Transferee is incorrect or
invalid.


7.3.          Federal Income Tax Credits.  In connection with the foregoing, each Lender
may consult with its legal advisers, all fees and expenses of which shall be
for the account of the Borrower.  If a
Lender obtains the benefit of a credit against its liability for federal income
taxes imposed by the United States of America for all or part of the Taxes as
to which the Borrower has paid additional amounts as aforesaid then such Lender
shall reimburse the Borrower for the amount of the credit so obtained.


SECTION 8.  ACCOUNTS


8.1.          The Operating Accounts.  Except as otherwise agreed by the Facility
Agent, the Borrower and the Vessel Owning/Operating Subsidiaries shall maintain
with the Facility Agent at the office of the Facility Agent located at 200 Park
Avenue, New York, New York or at other branches of the Facility Agent the
principal operating accounts of the Borrower and the Vessel Owning/Operating
Subsidiaries if the Facility Agent has full commercial banking capability as of



 30
 






 



the date of this Agreement in the geographic areas in which the
Borrower or any of the Vessel Owning/Operating Subsidiaries operate.  The Lenders expressly acknowledge that such
operating accounts are not pledged or otherwise hypothecated to the Lenders in
connection with the Credit Facility.  The
Lenders further acknowledge that any moneys deposited in such accounts may be
utilized for any business purpose whatsoever consistent with the terms of this
Agreement.  Amounts accumulated in each
Operating Account shall bear interest for the account of the party maintaining
such account in accordance with the Facility Agent’s normal practice.


SECTION 9.  EVENTS
OF DEFAULT


9.1.          Events of Default.  In the event that any of the following events
shall occur and be continuing:


(a)           Principal and Interest Payments.  Any payment of principal due on any Mandatory
Reduction Date, the Termination Date or otherwise due hereunder or under the
Notes or under any of them or any Interest on any of the Advances, is not paid
on the due date; or


(b)           Other Payments.  Any  
amount (other than principal and interest) becoming payable under this
Agreement or under the Notes or under any of them, is not paid on the due date
or date of demand (as the case may be), and such default continues unremedied
for a period of three (3) Banking Days; or


(c)           Representations, etc.  Any representation, warranty or other
statement made by the Borrower in this Agreement or in any other instrument,
document or other agreement delivered in connection herewith or therewith
proves to have been untrue or misleading in any material respect as at the date
as of which made or affirmed; or


(d)           Impossibility, Illegality.  It becomes impossible or unlawful for the
Borrower to fulfill any of the covenants and obligations contained herein or in
the Notes or for any of the Lenders to exercise any of the rights vested in
them hereunder or under the Notes and such impossibility or illegality in the
reasonable opinion of the Majority Lenders will give rise to a Material Adverse
Change; or


(e)           Citizenship.  The Borrower or any of the Subsidiaries
owning Vessels registered under the laws and flag of the United States of
America breaches Section 10.1(a)(vii) and, provided such default does not
render any such Vessel liable to forfeiture, such default is not cured within
thirty (30) days of its occurrence; or


(f)            Covenants.  (I) The Borrower defaults in the performance
of Sections 10.1 (a)(iv), (vi) or (xx) or Sections 10.1(b)(i), (iii), (iv),
(v), (vi), (xi) or (xii)  or (II) the
Borrower defaults in the performance of Sections  10.1(a)(xvi), (xvii) or
(xviii) and such default is not cured within twenty (20) days; or


(g)           Other Covenants.  The Borrower defaults in the performance of
any other term, covenant or agreement contained in this Agreement, in the Notes
or in any other instrument, document or other agreement delivered in connection
herewith or therewith, or there occurs any other event which constitutes a
default under this Agreement or under the Notes, in each case other than an Event
of Default referred to elsewhere in this Section 9.1 and such default
continues unremedied for a period of thirty (30) days following notice
thereof by the Facility Agent; or



 31
 






 



(h)           Indebtedness. The Borrower or
any of the Subsidiaries shall (a) default in the payment when due (subject to
any applicable grace period), whether by acceleration or otherwise, of
 any Funded Debt in excess of Twenty-five Million Dollars ($25,000,000),
(b) default in the observance or performance of any agreement or condition relating
to any such Funded Debt or any other event shall occur or condition exist, the
effect of which default or other event or condition would entitle the holder or
holders of such Funded Debt to declare any such Funded Debt to become due prior
to its stated maturity or (c) default in the observance or performance of any
agreement or condition relating to  Indebtedness (other than Funded Debt)
exceeding, in the aggregate, Twenty-five Million Dollars ($25,000,000) and in
connection with such default or in connection with any non-payment default in
respect of such Indebtedness referred to in this sub-clause (c), any party
becomes entitled to (x) enforce the security for any such Indebtedness and
such party shall take steps to enforce the same, or (y) any party becomes
entitled to accelerate and accelerates such Indebtedness, unless such default,
acceleration or enforcement is being contested in good faith and by appropriate
proceedings or other acts and the Borrower and/or such Subsidiary or
Subsidiaries, as the case may be, shall set aside on its books adequate
reserves with respect thereto; or


(i)            Bankruptcy.  The Borrower or any of the Subsidiaries
commences any proceedings relating to any 
portion of its property under any reorganization, arrangement or readjustment
of debt, dissolution, winding up, adjustment, composition, bankruptcy or
liquidation law or statute of any jurisdiction (other than with respect to a
corporate re-organization unrelated to a company’s insolvency), whether now or
hereafter in effect (“Proceeding”), or there is commenced against any thereof
any Proceeding  which  Proceeding remains undismissed or unstayed
for a period of thirty (30) days; or any receiver, trustee, liquidator or
sequestrator of, or for, any thereof or any substantial portion of the property
of any thereof is appointed and is not discharged within a period of
thirty (30) days; or any thereof by any act indicates consent to or
approval of or acquiescence in any Proceeding or to the appointment of any
receiver, trustee, liquidator or sequestrator of, or for, itself or any
substantial portion of its property; or


(j)            Judgments.  (a) Any judgment or order is made the effect
whereof would be to render ineffective or invalid this Agreement, the Notes or
any thereof or (b) non-appealable final judgments or orders for the payment of
money involving matters not covered by insurance in excess of $25,000,000 (or
its equivalent in any other currency) in the aggregate for the Borrower and all
of its Subsidiaries shall be rendered against the Borrower and/or any of its
Subsidiaries and such judgments or orders shall continue unsatisfied and
unstayed for a period of thirty (30) consecutive days unless the failure to
promptly satisfy such judgment(s) would not result in a Material Adverse Change;
or


(k)           Inability to Pay Debts.  The Borrower or any of the Subsidiaries is
unable to pay or admits its inability to pay its debts as they fall due or if a
moratorium shall be declared in respect of any Funded Debt of the Borrower or
any of the Subsidiaries; or


(l)            Change of Control of the Borrower.  The Borrower shall have suffered a Change of
Control;


then the Lenders’
obligation to make the Credit Facility available shall cease and the Facility
Agent, on behalf of the Lenders, may (with the consent of the Majority Lenders)
and shall (upon the Majority Lenders’ instruction) by notice to the Borrower,
(i) declare the entire balance of the



 32
 






 



then outstanding
Advances, accrued interest and any other sums payable by the Borrower hereunder
and under the Notes due and payable whereupon the same shall forthwith be due
and payable without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived (provided that upon the happening of an event
specified in subsections (i) or (k)  of
this Section 9.1, the Notes shall be immediately due and payable without
declaration or other notice to the Borrower), (ii) terminate any Letter of
Credit which may be terminated in accordance with its terms and
(iii) direct the Borrower to pay (and the Borrower hereby agrees upon
receipt of such notice, or upon the occurrence of an Event of Default specified
in subsection (i) or (k) of this Section 9.1, it will pay) to the Facility
Agent at the office set forth in Section 7.1 such additional amounts, to be
held as security in respect of Letters of Credit then outstanding (if any),
equal to the aggregate of the then Letter of Credit Outstandings, such amounts
to be repaid to the Borrower to the extent not utilized to cover Letter of
Credit drawings.  In such event, the
Facility Agent and the Lenders may proceed to protect and enforce their rights
by action at law, suit in equity or in admiralty or other appropriate
proceeding, whether for specific performance of any covenant contained in this
Agreement or in the Notes or in aid of the exercise of any power granted herein
or therein, or the Facility Agent and the Lenders may proceed to enforce the
payment of the Notes when due or to enforce any other legal or equitable right
of the Lenders, or proceed to take any action authorized or permitted by
applicable laws for the collection of all sums due, or so declared due, on the
Notes, including, without limitation, the right to appropriate and hold or
apply (directly, by way of set-off or otherwise) to the payment of the
obligations of the Borrower hereunder and/or under the Notes (whether or not
then due) all moneys and other amounts of the Borrower , then or thereafter in
possession of the Lenders, the balance of any deposit account (demand or time,
matured or unmatured) of the Borrower then or thereafter with the Lenders and
every other claim of the Borrower then or thereafter against the Lenders.


9.2.          Indemnification.  The Borrower agrees to, and shall, indemnify
and hold each of the Agents and the Lenders 
harmless against any loss or reasonable costs or expenses (including
legal fees and expenses) which any of the Agents and the Lenders sustains or
incurs as a consequence of any default in payment of the principal amount of
any Advance or interest accrued thereon or any other amount payable hereunder
or under the Notes including, but not limited to, all actual losses incurred in
liquidating or re-employing fixed deposits made by third parties or funds
acquired to effect or maintain the Credit Facility or any part thereof and any
costs incurred by any of the Agents and the Lenders in connection with the
unwinding of any interest rate swap or other hedging arrangements.  The Borrower also agrees to reimburse and
indemnify the Letter of Credit Issuer for and against any and all losses, costs
or expenses of whatever nature which may be incurred by the Letter of Credit
Issuer in performing its respective duties in any way relating to or arising
out of its issuance of Letters of Credit; provided that the Borrower shall not
be liable for the portion of such losses, costs or expenses resulting from the
Letter of Credit Issuer’s gross negligence or willful misconduct.  To the extent the Letter of Credit Issuer is
not so indemnified by the Borrower, the Letter of Credit Participants will
reimburse and indemnify the Letter of Credit Issuer in proportion to its Letter
of Credit Participant Percentage, provided that the Letter of Credit
Participants shall not be liable for the portion of such losses, costs or
expenses resulting from the Letter of Credit Issuer’s gross negligence or
willful misconduct.  An Agent or Lender’s
certification of such loss, costs and expenses absent any manifest error, shall
be conclusive and binding on the Borrower.


 



 33














 


9.3.          Application of Moneys.  All moneys received by any of the Lenders
under or pursuant to this Agreement or the Notes after the happening of any
Event of Default shall be applied by the Facility Agent in the following
manner:


(i)            first, in or towards the payment or
reimbursement of any expenses or liabilities incurred by the Agents and the
Lenders in connection with the ascertainment, protection or enforcement of the
Agents and the Lenders’ rights and remedies hereunder and under the Notes,


(ii)           secondly, in or towards payment of
any interest and fees owing in respect of the Advances,


(iii)          thirdly, in or towards repayment of
the Advances,


(iv)          fourthly, as security in respect of
Letters of Credit then outstanding, in the aggregate amount of the then Letter
of Credit Outstandings,


(v)           fifthly, in or towards payment of all
other sums which may be owing to the Agents and the Lenders under this
Agreement or under the Notes, and


(vi)          sixthly, after all Letters of Credit
have expired or are terminated, the surplus (if any), as well as any moneys
held as security for Letters of Credit to the extent not utilized to cover
Letters of Credit, shall be paid to the Borrower or to whomsoever else may be
entitled thereto.


SECTION 10.  COVENANTS


10.1.        Covenants.  The Borrower hereby covenants and undertakes
with the Agents and the Lenders that, from the date hereof and so long as
(x) any commitments to advance credit hereunder remain in effect or
(y) any principal, interest or other moneys are owing in respect of the
Credit Facility or otherwise owing under this Agreement or under the Notes:


(a)           The Borrower will:


(i)            Know Your Client Confirmation.  Upon the
Facility Agent’s request, promptly supply, or procure the supply of, such documentation and other evidence as is reasonably requested by
the Facility Agent in order for each Lender to carry out and be satisfied with
the results of all necessary “know your client” or other checks which it is
required to carry out in relation to the transactions contemplated by this
Agreement and the Notes and to the identity of any parties to this Agreement or
the Notes (other than the Lenders) and their directors and officers;


(ii)           Performance of Agreements.  Duly perform and observe the terms of this
Agreement and the Notes;


(iii)          Compliance with Covenants.  Comply with each of its  covenants set forth in this Agreement;


(iv)          Notice of Default.  Promptly inform the Facility Agent of the
occurrence of (a) any Event of Default or of any event which with the
giving of notice or 



 34
 






 



lapse of time, or both, would constitute an Event of Default,
(b) any litigation or governmental proceeding pending or overtly
threatened against it or against any of the Subsidiaries which could reasonably
be expected to give rise to a Material Adverse Change and (c) any other
event or condition of which it becomes aware which is reasonably likely to give
rise to a Material Adverse Change;


(v)           Obtain Consents.  Without prejudice to Section 2.1 and
this Section 10.1, obtain every consent and do all other acts and things
which may from time to time be necessary or advisable for the continued due
performance of all its obligations under this Agreement and under the Notes;


(vi)          Financial Statements and Other
Information.  Deliver to the Facility
Agent (in sufficient number of copies to provide one to each Lender):


(a)           as soon as available but not later
than ninety (90) days after the end of each fiscal year of the Borrower, a
complete copy of the 10K report (or equivalent) of the Borrower filed with the
United States Securities and Exchange Commission (including audited annual
consolidated financial statements of the Borrower, in each case setting forth
comparative consolidated figures for the preceding fiscal year, together with a
report thereon by an Acceptable Accounting Firm whose opinion shall not be
qualified as to the scope of audit and as to the status of the Borrower and its
subsidiaries as a going concern), which shall be prepared by the Borrower and
certified by the chief financial officer of the Borrower, together with a
Compliance Certificate from such chief financial officer;


(b)           as soon as available but not later
than sixty (60) days after the end of each quarter of each fiscal year of the
Borrower, a copy of the 10Q report (or equivalent) of the Borrower filed with
the United States Securities and Exchange Commission which shall be prepared by
the Borrower and certified by the chief financial officer of the Borrower,
together, in each instance, with a Compliance Certificate from such chief
financial officer;


(c)           within ten (10) days of filing,
notice of the filing of all 8K reports (or equivalent) filed by the Borrower
with the United States Securities and Exchange Commission (or any similar
governmental authority) and deliver to the Facility Agent, promptly on its
request therefor, copies of such filings;


(d)           promptly upon the mailing thereof to
the shareholders of the Borrower, copies of all financial statements, reports
and proxy statements so mailed;


(e)           within ten (10) days of filing,
notice of the filing of all registration statements (other than the exhibits
thereto and any registration statements on Form S-8 or its equivalent) which
the Borrower shall have filed with the United States Securities and Exchange
Commission (or similar governmental authority) and deliver to the Facility
Agent, promptly on its request therefor, copies of such filings;



 35
 






 



(f)            such other statement or statements,
lists of property and accounts, budgets, forecasts, reports and financial
information (including a listing of all outstanding indebtedness of the
Borrower and the Subsidiaries for borrowed monies) with respect to the
business, operations and management of the Borrower and the Subsidiaries and
the employment of the assets owned or operated directly or indirectly by the
Borrower or any of the Subsidiaries as the Facility Agent may from time to time
reasonably request in writing and any material reports received by any thereof
from their independent certified accountants; and


(g)           include in each Compliance
Certificate when requested by the Facility Agent from time to time a List of
Liens, current as of the date of such Certificate;


(vii)         Qualification to Own U.S. Flag
Vessels.  Throughout the Credit
Period, if the Borrower or a Subsidiary owns a United States flag vessel (a)
the Borrower shall remain eligible, and shall cause such Subsidiary to continue
to be eligible, to document such United States flag vessel within the meaning
of 46 App. U.S.C. §12102(a) and (b) if such United States flag vessel is
operated in the coastwise trade, remain qualified, and cause such Subsidiary to
continue to be qualified, to own and operate vessels in the coastwise trade,
within the meaning of Section 2 of the Shipping Act, 1916, as amended;


(viii)        Corporate Existence.  Do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, as well
as the corporate existence of its Subsidiaries, and all licenses, franchises,
permits and assets necessary to the conduct of its business and the business of
its Subsidiaries;


(ix)           Books, Records, etc.  Keep, and cause each of the Subsidiaries to
keep, proper books of record and account into which full and correct entries
shall be made, in accordance with GAAP throughout the Credit Period;


(x)            Inspection.  Allow any representative or representatives
designated by the Facility Agent, subject to applicable laws and regulations,
to visit and inspect any of its or any of the Subsidiaries’ properties, and, on
request, to examine its or any of the Subsidiaries’ books of account, records,
reports and other papers (and to make copies thereof and to take extracts
therefrom) and to discuss the affairs, finances and accounts of any thereof
with its officers and executive employees all at such reasonable times and as
often as the Facility Agent  reasonably
requests;


(xi)           Taxes.  Pay and discharge, and cause each of the
Subsidiaries to pay and discharge, all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or property prior to the
date upon which penalties attach thereof; provided, however, that neither it
nor any such Subsidiary shall be required to pay and discharge any such tax,
assessment, charge or levy which are being contested in good faith and by
appropriate proceedings or other acts and so long as it or such Subsidiary
shall set aside on its books adequate reserves with respect thereto;


(xii)          Compliance with Statutes, etc.  Do, or cause to be done, all things necessary
to comply with all material laws, and the rules and regulations thereunder, 



 36
 






 



applicable to itself or to any of the Subsidiaries including, without
limitation, those laws, rules and regulations relating to employee benefit
plans and environmental matters;


(xiii)         Environmental Matters.  Promptly upon the occurrence of any of the
following conditions, provide to the Facility Agent a certificate of a chief
executive officer thereof, specifying in detail the nature of such condition
and its proposed response or the response of its Environmental Affiliate:  (a) its receipt or the receipt by any
Subsidiary or any of their Environmental Affiliates of any communication
whatsoever that alleges that such person is not in compliance with any
applicable environmental law or environmental approval, if such noncompliance
could reasonably be expected to give rise to a Material Adverse Change,
(b) knowledge by it, any Subsidiary or any of their Environmental
Affiliates that there exists any Environmental Claim pending or threatened
against any such person, which could reasonably be expected to give rise to a
Material Adverse Change, or (c) any release, emission, discharge or
disposal of any material that could form the basis of any Environmental Claim
against it, any Subsidiary or any of their Environmental Affiliates if such
Environmental Claim could reasonably be expected to give rise to a Material
Adverse Change.  Upon the written request
by the Facility Agent, it will submit to the Facility Agent at reasonable
intervals, a report providing an update of the status of any issue or claim
identified in any notice or certificate required pursuant to this subsection;


(xiv)        Evidence of Insurance.  Shall, and shall procure that each of the
Subsidiaries shall, maintain the insurances on its properties described in
Sections 2.1(g) and (k), with underwriters, brokers and protection and
indemnity clubs acceptable to the Facility Agent, and the Borrower shall
provide the Facility Agent with such 
documentation as the Facility Agent should reasonably require evidencing
the same;


(xv)         Maintenance of Assets.  Maintain and keep, and cause the Subsidiaries
to maintain and keep, all properties used or useful in the conduct of their
business in good condition, repair and working order and supplied with all
necessary equipment and will make, or cause to be made, all necessary repairs,
renewals and replacements thereof so that the business carried on in connection
therewith and every portion thereof may be properly and advantageously
conducted at all times;


(xvi)        Funded Debt/Total Capitalization.  Procure that, on a consolidated basis, the
Funded Debt of the Borrower shall not exceed fifty percent (50%) of its
Total Capitalization;


(xvii)       Secured Debt/Total Capitalization.  Procure that, on a consolidated basis, the
Secured Debt of the Borrower shall not exceed twenty-five percent (25%) of
its Total Capitalization;


(xviii)      Interest Coverage Ratio.  Maintain, on a consolidated basis, an
Interest Coverage Ratio of not less than 3.0 to 1.0, determined as at the end
of each fiscal quarter;


(xix)         ERISA Matters.  Forthwith upon learning of the occurrence of
any material liability of the Borrower, any of the Subsidiaries or any ERISA
Affiliate pursuant to ERISA in connection with the termination of any Plan or
withdrawal or 



 37
 






 



partial withdrawal from any multiemployer plan (as defined in ERISA) or
of a failure to certify the minimum funding standard of Section 412 of the Code
or Part 3 of Title I of ERISA by any Plan for which the Borrower, any of the
Subsidiaries or any ERISA Affiliate is plan administrator (as defined in ERISA),
furnish or cause to be furnished to the Facility Agent  written notice thereof;


(xx)          End of Fiscal Year.  Cause, for financial reporting purposes, (a)
each of its fiscal years to end on December 31 of each year and (b) each of its
fiscal quarters to end on March 31, June 30, September 30 and December 31.


(b)           The Borrower will not, without the
prior written consent of the Lenders:


(i)            Liens.  Create, assume or permit to exist, or permit
any of its Subsidiaries to create, assume or permit to exist, any Lien,  upon any of the properties or other assets of
any thereof, except:


(a)           liens for taxes not yet payable for which adequate
reserves have been maintained;


(b)           pledges or deposits to secure obligations under workmen’s
compensation laws or similar legislation, deposits to secure public or
statutory obligations, warehousemen’s or other like liens, or deposits to
obtain the release of such liens and deposits to secure surety, appeal or
customs bonds on which it or any 
Subsidiary is the principal, as to all of the foregoing, only to the
extent arising and continuing in the ordinary course of business;


(c)           liens, charges and other encumbrances over such property
or other assets (other than Vessels) of the Borrower or any of the Vessel
Owning/Operating Subsidiaries, unless otherwise prohibited by Section
10.1(b)(xii);


(d)           with respect to Vessels, liens for crew’s wages remaining
unpaid in accordance with reasonable commercial practices or for collision or
salvage, liens in favor of suppliers of necessaries or other similar liens
arising in the ordinary course of the vessel-owning company’s business so long
as the suppliers thereof have not evidenced an intention to enforce any such
lien or liens for loss, damage or expense, which are fully covered by insurance
or, in respect of which, a bond or other security has been posted by the
company owning such Vessel with the appropriate court or other tribunal to
prevent the arrest or secure the release of any vessel from arrest on account
of such claim or lien; and


(e)           liens securing Secured Debt existing on the date of this
Agreement as set forth on Schedule C and Liens on Vessels and Helicopters
owned by the Borrower or its Subsidiaries or the earnings of, insurances
covering or requisition compensation in respect of such Vessels and
Helicopters, provided that the net book value of such Vessels and Helicopters
does not exceed thirty percent (30%) of the net book value of all Vessels and
Helicopters owned by the Borrower and its Subsidiaries, unless (i) in
connection with the acquisition of additional Vessels or Helicopters whether
through a corporate acquisition or otherwise, the Vessels or Helicopters being
so acquired (or their earnings, insurances or requisition 



 38
 






 



compensation)
are pledged as security for existing financing arrangements and are acquired
subject to those arrangements, and (ii) after giving effect to such acquisition
the aggregate of the net book value of the Vessels and Helicopters pledged
prior to such acquisition together with the net book value of the Vessels and
Helicopters so acquired exceeds thirty percent (30%) of the net book value of
all Vessels and Helicopters owned by the Borrower and its Subsidiaries after
giving effect to the acquisition, then the net book value of such additional
vessels or helicopters so pledged shall be excluded in determining compliance
with this covenant until the earlier of (x) the date such additional vessels or
helicopters and any assignment, pledge or encumbrance on their earnings,
insurance or requisition compensation are released and (y) one (1) year
following the date of acquisition;


(ii)           Sale of Assets.  Cease, or threaten to cease, its operations
or  viewed on a consolidated basis with
its Subsidiaries, sell or otherwise dispose of, or threaten to sell or otherwise
dispose of, all or substantially all of the assets thereof, or all or
substantially all of such assets are seized or otherwise appropriated except
for requisition for hire;


(iii)          Dividends.  Declare or make any distributions to its
shareholders, by dividend or otherwise, or otherwise dispose of any assets to
its shareholders in cash or in any other manner unless the Borrower and the
Subsidiaries are in full compliance with the covenants contained in this
Agreement and no Event of Default has occurred and is continuing or will occur
after giving effect to any declaration or distributions to shareholders;


(iv)          Limitations on Ability to Make
Distributions.  Create or otherwise
cause to permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary (other than those restrictions
contained in (x) the Seabulk Notes, (y) any Subsidiary Funded Debt of New
Subsidiaries or an Acquisition Subsidiary, if any, incurred or assumed in
connection with an acquisition of New Subsidiaries or (z) Title XI Debt) to (a)
pay dividends or make any other distributions on its capital stock or limited
liability company interests, as the case may be, to the Borrower or any
Subsidiary or pay any Indebtedness owed to the Borrower, (b) make any loans or
advances to the Borrower, or (c) transfer any of its property or assets to the
Borrower other than any such encumbrance or restriction agreed to by  (i) any Vessel Owning/Operating Subsidiary
incurring Title XI Debt or Secured Debt permitted hereunder to the extent such
Secured Debt is incurred in connection with the acquisition or refinancing of
its Vessels or Helicopters or (ii) any Subsidiary party to any Joint Venture in
respect of a restriction referred to in sub-clause (c) above or (iii) any
Subsidiary party to any Joint Venture to the extent such Joint Venture incurs
Indebtedness, but only to the extent the parties to such Joint Venture are
required to agree to any such restrictions;


(v)           Changes in Business.  Change or permit any of the Subsidiaries to
change, the nature of its business or commence any other business not
reasonably related to the maritime services, environmental services, energy
services, aviation services or related businesses;


(vi)          Consolidation, Merger.  Consolidate with, or merge into, or agree to
merge or become consolidated with, or merge into any corporation (it being 



 39
 






 



understood that the Borrower can merge 
into, or agree to merge or become consolidated with any corporation so
long as the Borrower is the surviving entity, any Subsidiary can merge into, or
agree to merge or consolidate with any other Subsidiary and any Subsidiary can
merge into, or agree to merge or become consolidated with the Borrower);


(vii)         Use of Proceeds.  Use the proceeds of the Credit Facility in
violation of Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System, as in effect from time to time;


(viii)        Redemption/Repurchase of Securities.  Redeem or repurchase any of its outstanding
convertible subordinated bonds or any class of its capital stock now or
hereafter outstanding, unless after giving effect to any such redemption or
repurchase it is in compliance with its covenants hereunder and no Event of
Default shall have occurred and be continuing and notification of any such
redemption or repurchase shall be included in the next quarterly Compliance
Certificate delivered to the Agent;


(ix)           No Money Laundering.  In connection with this Agreement, contravene
any law, official requirement or other regulatory measure or procedure
implemented to combat “money laundering” (as defined in Article 1 of the
Directive (91/308/EEC) of the Council of European Communities);


(x)            Limitation on Investments in
Joint Ventures. Make, and will not permit any Subsidiary to make, any
Investment in any Joint Venture except, in the absence of an Event of Default,
the Borrower and any Subsidiary may make any Investment in any Joint Venture on
any date, if, immediately after giving effect to such Investment, the aggregate
book value of all  Investments made by
the Borrower and its Subsidiaries  would
not exceed thirty percent (30%) of the Borrower’s  Total Capitalization based on the most recent
financial statements of the Borrower required to be provided pursuant to
Section  10.1(a)(v); provided  however that at the time of
such Investment and immediately after giving effect thereto the Borrower shall
be in compliance with Sections 10.1(a) (xvi), (xvii) and (xviii); and provided
further, that there shall be excluded from the computation of “Investments”
hereunder any investment in securities of any type which are, at the time of
the determination being made hereunder, fully listed and registered on (a) an
exchange registered with the Securities and Exchange Commission as a national
securities exchange or (b) an equivalent recognized national securities
exchanges in any of the member countries of the European Union, Mexico,  Japan, Norway or Singapore or such other
national securities exchange approved by the Majority Banks;


(xi)           Limitation on Indebtedness.  Incur, and shall procure that the
Subsidiaries will not incur, any Indebtedness, except:


(a)           Indebtedness under this Agreement;


(b)           Existing Indebtedness as set forth in Schedule D attached
hereto, and the renewals of such Indebtedness as long as there is no resulting
increase in Indebtedness;


(c)           Indebtedness under interest rate, foreign exchange  or derivatives transactions entered into in
the ordinary course of business;


 



 40














 


(d)           Indebtedness under performance guarantees and standby
letters of credit entered into in the ordinary course of business; and


(e)           Indebtedness of the Borrower and the Subsidiaries that may
be incurred so long as immediately after giving effect to the incurrence of
such Indebtedness the Borrower shall be in compliance with Sections
10.1(a)(xvi), (xvii) and (xviii); provided  that the aggregate of
Subsidiary Funded Debt of each of the Subsidiaries, when added together, shall
not exceed thirty percent (30%) of the Total Capitalization of the Borrower on
a consolidated basis; provided, further, that when aggregating
any Subsidiary Funded Debt where more than one Subsidiary is liable in respect
thereof, the aggregate of such  
Subsidiary Funded Debt  shall not exceed
the lesser of (A) two times the amount of the outstanding Underlying Subsidiary
Funded Debt and (B) the aggregate of the Underlying Subsidiary Funded Debt and
the book value of each of the Other Subsidiaries (excluding in the case of each
of the other Subsidiaries which is not a Wholly-Owned Subsidiary, that portion
of the book value of such Other Subsidiary which represents the minority
interest holders’ share of such book value); and provided  further
that when aggregating any Subsidiary Funded Debt (i) Subsidiary Funded Debt
outstanding on the date hereof, and any refinancing thereof with the same
Subsidiaries, shall be counted only once, (ii) any Subsidiary Funded Debt of
New Subsidiaries and an Acquisition Subsidiary, if any, incurred or assumed in
connection with an acquisition of New Subsidiaries shall be counted only once
(including any refinancing thereof with the same Subsidiaries), (iii) any
Subsidiary Funded Debt incurred or assumed by one or more Subsidiaries as a
result of the acquisition (including new construction) of additional vessels or
helicopters or other assets by such Subsidiaries where such Subsidiaries’
Funded Debt is cross-collateralized shall be counted only once in respect of
such Subsidiaries and (iv) any Subsidiary Funded Debt as to which a Subsidiary
is not actually liable shall not be included; and


(xii)          Negative Pledge.  Sell, encumber or otherwise transfer, or
permit any Subsidiary to sell, encumber or otherwise transfer, any of its
Vessels, Helicopters or any of the right, title or interest of any thereof
therein, assign, pledge or otherwise encumber any earnings of, insurances
covering or requisition compensation in respect of, any of its Vessels,
Helicopters or sell, assign, pledge or otherwise transfer or encumber any of
the shares of stock of any of the Subsidiaries directly or indirectly legally
or beneficially owned by the Borrower, unless after giving effect to any such
sale, assignment, pledge, transfer or other encumbrance, the Borrower is in
compliance with Section 10.1(a)(xvii) and its other covenants and no Event of
Default shall have occurred and be continuing.


SECTION 11.  ASSIGNMENT
AND PARTICIPATIONS


This Agreement shall be
binding upon, and inure to the benefit of, the Borrower, each of the Agents and
the Lenders and their respective successors and assigns, except that the
Borrower may not assign any of its rights or obligations hereunder without the
prior written consent of the Lenders.  In
giving any consent as aforesaid to any assignment by the Borrower, the Lenders
shall be entitled to impose such conditions as they shall deem advisable. Any
Lender shall be entitled to assign the whole or any part of its rights or
obligations under this 



 41
 






 



Agreement or grant
participation(s) in the Credit Facility to any subsidiary or holding company of
such Lender, to any subsidiary company of any thereof or, in the absence of an
Event of Default, with the consent of the Borrower and the Facility Agent (in
each case not to be unreasonably withheld) to any other bank or financial
institution regularly engaged in commercial lending and such Lender shall
forthwith give notice of any such assignment or participation to the Facility
Agent and the Borrower, provided, however, that any such assignment or
participation shall be in a minimum amount of Ten Million Dollars
($10,000,000), (a) any such assignment to a Lender is to be made pursuant to an
Assignment and Assumption Agreement substantially in the form of Exhibit 5
hereto,  and (b) except as provided in Sections 14.3, no such
assignment or participation will result in any additional costs to, or
additional material requirements on, the Borrower.  The Borrower will take all reasonable actions
requested by the Lenders to effect such assignment, including, without
limitation, the execution of a written consent to such Assignment and
Assumption Agreement. Anything contained in this Section 11 to the
contrary notwithstanding, any Lender may at any time pledge all or any portion
of its interest and rights under this Agreement (including all or any portion
of any Notes) to any of the twelve Federal Reserve Banks organized under §4 of
the Federal Reserve Act, 12 U.S.C. §341. 
No such pledge or the enforcement thereof shall release the pledgor Lender
from its obligations hereunder.


SECTION 12.  ILLEGALITY,
INCREASED COST, NON-AVAILABILITY, ETC.


12.1.        Illegality.  In the event that by reason of any change in
any applicable law, regulation or regulatory requirement or in the
interpretation thereof a Lender has a reasonable basis to conclude that it has
become unlawful for such Lender to maintain or give effect to its obligations
as contemplated by this Agreement, the Lender shall inform the Borrower and the
Facility Agent to that effect, whereafter the liability of such Lender to make
its Commitment available shall forthwith cease and the Borrower shall be
required either to prepay to such Lender any portion of the then outstanding
Advances owing to such Lender immediately or, if such Lender so agrees, to
prepay such portion of the outstanding Advances to such Lender on the last day
of the then current Interest Period or Periods, in accordance with and subject
to the provisions of Section 12.6 and to pay to the Facility Agent
sufficient amounts of cash to fund any possible drawings under Letters of
Credit then in existence, such amounts to be repaid to the Borrower to the
extent not utilized to cover Letter of Credit drawings.  In any such event, but without prejudice to
the aforesaid obligations of the Borrower to prepay the outstanding Advances or
part thereof and fund any possible drawings under Letters of Credit then in
existence, the Borrower and such Lender shall negotiate in good faith with a
view to agreeing on terms for making the Commitment available from another
jurisdiction or otherwise restructuring the Commitment on a basis which is not
unlawful.


12.2.        Increased Cost.  If any change in applicable law, regulation
or regulatory requirement or in the interpretation or application thereof by
any governmental or other authority, shall:


(i)            subject a Lender to any Taxes with
respect to its income from the Credit Facility or any part thereof, or


(ii)           change the basis of taxation to a
Lender of payments of principal or interest or any other payment due or to
become due pursuant to this Agreement (other than a change in the basis
effected by the jurisdiction of incorporation of such Lender or



 42
 






 



the domicile of the Lender’s office through
which the Lender’s Commitment is made or any governmental subdivision or other
taxing authority having jurisdiction over such Lender (unless such jurisdiction
is asserted solely by reason of the activities of the Borrower or any of the
Subsidiaries) or such other jurisdiction where the Credit Facility may be
payable), or


(iii)          impose, modify or deem applicable any
reserve requirements or require the making of any special deposits against or
in respect of any assets or liabilities of, deposits with or for the account
of, or loans by, any Lender, or


(iv)          impose on any Lender any other
condition affecting the Commitment or any portion of any Advance thereunder,
and the result of the foregoing is either to increase the cost to such Lender
of making available or maintaining its Commitment or to reduce the amount of
any payment received by such Lender


then and in any such case if
such increase or reduction in the opinion of such Lender materially affects the
interests of such Lender under or in connection with this Agreement:


(a)           such Lender shall notify the Borrower
and the Facility Agent of the happening of such event,


(b)           the Borrower agrees forthwith upon
demand to pay to such Lender such amount as such Lender certifies to be
necessary to compensate such Lender for such additional cost or such reduction,
and


(c)           any such demand as is referred to in
sub-section (b) of this Section 12.2 may be made by such Lender at any
time before or after any repayment of the Advances.


12.3.        Replacement of Lender or Participant.  If the obligation of any Lender to make its
pro rata share of any Advance has been suspended or terminated pursuant to
Section 11, or if any Lender shall notify the Borrower of the happening of
any event leading to increased costs as described in Section 12.2, the Borrower
shall have the right, upon twenty (20) Banking Days’ prior written notice to
such Lender, to cause one or more banks (a “Replacement Lender (s)”) (which may
be one or more of the Lender), each such Replacement Lender to be satisfactory
to the Majority Lenders (determined for this purpose as if such transferor
Lender had no Commitment and held no interest in the Note issued to it
hereunder) and, in each case, with the written acknowledgment of the Facility
Agent, to purchase such Lender’s pro rata share of the Advances and assume the
Commitment of such Lender pursuant to an Assignment and Assumption
Agreement.  If one or more such banks are
identified by the Borrower and approved as being reasonably satisfactory to the
Majority Lenders (determined as provided above), the transferor Lender shall
consent to such sale and assumption by executing and delivering an Assignment
and Assumption Agreement.  Upon execution
and delivery of an Assignment and Assumption Agreement by the Borrower, the
transferor Lender, the Replacement Lender and the Facility Agent, and payment
by the Replacement Lender to the transferor Lender of an amount equal to the
purchase price agreed between such transferor Lender and such Replacement
Lender, such Replacement Lender shall become a Lender party to this Agreement
(if it is not already a party hereto as applicable) and shall have all the
rights and obligations of a Lender with a Commitment (which, if such
Replacement Lender is already a party hereto, shall take into



 43
 






 



account such Replacement Lender’s then existing Commitment hereunder)
as set forth in such Assignment and Assumption Agreement and the transferor
Lender shall be released from its obligations hereunder and no further consent
or action by any other Person shall be required.  In the event no Replacement Lender is found
or is satisfactory to the Majority Lenders, the Borrower shall have the right
to request a permanent reduction of the Committed Amount by reducing the whole
of such Lender’s commitment, provided that (a) the Facility Agent and the
Lender’s whose Commitment the Borrower seeks to reduce receive ten (10) Banking
Days prior written notice of such request and (b) such reduction occurs on the
last day of the applicable Interest Period(s) for Advances (or portions
thereof) outstanding under this Agreement. Upon such reduction, the reduced
Lender shall be released from its obligations hereunder and no further action
by any Person shall be required and the new participation percentages (as
designated in Schedule A hereto) shall be assigned to the remaining Lenders on
a pro rata basis based on their respective Commitments.  In the event that the Facility Agent, in its
capacity as a Lender, is required to sell its pro rata share of the Advances
and its Commitment hereunder pursuant to this Section 12.3, the Facility
Agent shall, promptly upon the consummation of any assignment pursuant to this
Section 12.3, resign as Facility Agent hereunder and the Borrower shall
(subject to the consent of the Majority Lenders) have the right to appoint
another Agent as successor Facility Agent, all in accordance with Section 16.12.


12.4.        Non-availability of Funds.  If the Facility Agent shall determine that,
by reason of circumstances affecting the London Interbank  Market generally, adequate and reasonable
means do not or will not exist for ascertaining the Applicable Rate for any Interest
Period, the Facility Agent shall give notice of such determination to the
Borrower.  The Borrower and the Lenders
shall then negotiate in good faith in order to agree upon a mutually agreeable
basis for funding the Advance or Advances in question, and/or for determining
the interest rate and/or Interest Period(s) to be substituted for those which
would otherwise have applied under this Agreement.  If the Borrower and the Lenders are unable to
agree upon such a substituted funding base, interest rate and/or Interest
Period(s) within thirty (30) days of the giving of such notice, the
Borrower shall repay the Credit Facility, or the relevant portion thereof, as
the case may be, to the Lenders immediately; provided, however, that if the
Borrower fails to make such repayment, the Lenders shall determine a funding
basis, set an interest rate and/or set an Interest Period(s), as the case may
be, all to take effect from the expiration of the relevant Interest Period(s)
in effect at the date of said determination notice, which rate shall be equal
to the aggregate of the Margin and the cost to the Lenders of funding the
relevant Advance or Advances.


12.5.        Determination of Losses.  A certificate or determination notice of the
Agents and the Lenders as to any of the matters referred to in this
Section 12, absent manifest error, shall be conclusive and binding on the
Borrower.


12.6.        Compensation for Losses.  Where the Advances are to be prepaid by the
Borrower pursuant to Section 12.1 the Borrower agrees simultaneously with
such prepayment to pay to the relevant Lender all accrued interest to the date
of actual payment and all other sums payable by the Borrower to such Lender
pursuant to this Agreement, together with such amounts as may be certified by
such Lender to be necessary to compensate such Lender for any actual loss,
premium or penalties incurred or to be incurred by it on account of funds
borrowed to make, fund or maintain its Commitment for the remainder (if any) of
the then current Interest Period or Periods, if any, but otherwise without
penalty or premium.



 44
 






 



SECTION
13.  CURRENCY INDEMNITY


13.1.        Currency Conversion. 
If for the purpose of obtaining or enforcing a judgment in any court in
any country it becomes necessary to convert into any other currency (the “judgment
currency”) an amount due in Dollars or a particular Foreign Currency, as the
case may be, under this Agreement or under the Notes, then the conversion shall
be made, in the discretion of the Facility Agent, at the rate of exchange
prevailing either on the date of default or on the day before the day on which
the judgment is given or the order for enforcement is made, as the case may be
(the “conversion date”), provided that the Facility Agent shall not be entitled
to recover under this section any amount in the judgment currency which exceeds
at the conversion date the amount in Dollars or the relevant Foreign Currency,
as the case may be, due under this Agreement and/or under the Notes.


13.2.        Change in Exchange Rate.  If there is a change in the rate of exchange
prevailing between the conversion date and the date of actual payment of the
amount due, the Borrower shall pay such additional amounts (if any, but in any
event not a lesser amount) as may be necessary to ensure that the amount paid in
the judgment currency when converted at the rate of exchange prevailing on the
date of payment will produce the amount then due under this Agreement and/or
under the Notes in Dollars or the relevant Foreign Currency; any excess over
the amount due received or collected by the Lenders shall be remitted to the
Borrower.


13.3.        Additional Debt Due.  Any amount due from the Borrower under
Section 13.2 shall be due as a separate debt and shall not be affected by
judgment being obtained for any other sums due under or in respect of this
Agreement and/or under or in respect of the Notes.


13.4.        Rate of Exchange.  The term “rate of exchange” in this
Section 13 means the rate at which the Facility Agent in accordance with
its normal practices is able on the relevant date to purchase Dollars or the
relevant Foreign Currency with the judgment currency and includes any premium
and costs of exchange payable in connection with such purchase.


SECTION 14.  FEES
AND EXPENSES


14.1.        Commitment Fee.  (a) The Borrower shall pay to the Facility
Agent, for distribution to the Lenders, a commitment fee in Dollars, payable
quarterly in arrears, computed at the Commitment Fee Rates on the average
unfunded portion of the Committed Amount (valued in Dollars) during such
quarter.  The commitment fee shall accrue
from the date hereof and shall terminate on the Termination Date. Said fee
shall be payable quarterly in arrears  at
the end of each calendar quarter. Such commitment fee shall be calculated on
the basis of actual days elapsed over a 360 day year.


14.2.        Letter of Credit and Facing Fees and
Related Charges.  In addition, the
Borrower shall pay to the Facility Agent, for distribution to the Lenders, a
fee in Dollars in respect of each Letter of Credit (the “Letter of Credit Fee”)
computed at a rate per annum equal
to the Applicable Margin in effect from time to time on the daily Stated Amount
of such Letter of Credit as reduced by any drawings thereunder.  The Borrower further agrees to pay to each
Letter of Credit Issuer, commencing at such time, a fee in Dollars in respect
of each Letter of Credit (the “Facing Fee”) computed at a rate per annum equal to one-eighth of one percent (1/8%) on the
daily Stated Amount of such Letter of Credit as reduced by any drawings
thereunder. Accrued Letter of Credit Fees and Facing Fees shall be calculated
on the basis of



 45
 






 



actual days elapsed over a 360 day year and shall be due and payable
quarterly in arrears on the first day of November, February, May and August of
each year the Credit Facility remains outstanding and on the Termination
Date.  The Borrower also agrees to pay to
the Letter of Credit Issuer all customary issuing and handling fees of the
Letter of Credit Issuer in connection with its issuance of Letters of Credit.


14.3.        Administrative Fee.  The Borrower shall pay to the Facility Agent,
for its own account, such fees as shall have been agreed in accordance with the
letter agreement dated August 24 , 2006 between the Borrower and the Facility
Agent.


14.4.        Costs, Charges and Expenses.  The Borrower agrees to pay the Agents and the
Lenders upon demand (whether or not the Credit Facility or any part thereof is
made available hereunder) all reasonable costs, charges and expenses (including
legal fees and expenses, as well as travel expenses of the Agents and the
Lenders) incurred by the Facility Agent in connection with the negotiation,
preparation, syndication, execution and enforcement or attempted enforcement of
this Agreement, the Notes or otherwise in connection with the Credit Facility, as
well as in connection with any supplements, amendments, assignments, waivers or
consents relating thereto.


14.5.        Indemnification.  Neither any Agent nor any Lender nor any
director, officer, agent or employee of any thereof shall be liable to the
Borrower for any action taken or not taken by it in connection herewith in the
absence of its own gross negligence or willful misconduct.  The Borrower hereby agrees to indemnify each
of the Agents and the Lenders, their respective Affiliates and the respective
directors, officers, agents and employees of the foregoing (each an “Indemnitee”)
and hold each Indemnitee harmless from and against any and all liabilities,
losses, damages, costs and expenses of any kind, including, without limitation,
the reasonable fees and disbursements of counsel, which may be imposed on,
incurred by or asserted against, any Indemnitee in any way relating to or
arising out of this Agreement and the Notes or any action taken or omitted by
any Indemnitee hereunder or thereunder provided that (i) no Indemnitee
shall have the right to be indemnified hereunder for such Indemnitee’s own
gross negligence or willful misconduct and (ii) to the extent permitted by
law, the Indemnitee shall provide the Borrower with prompt notice, but not
later than sixty (60) days after it becomes aware, of any claim giving
rise to any such indemnified liability.


SECTION 15.  APPLICABLE
LAW, JURISDICTION AND WAIVER


15.1.        Applicable Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.


15.2.        Jurisdiction.  The Borrower hereby irrevocably submits to
the jurisdiction of the courts of the State of New York and of the United
States District Court for the Southern District of New York in any action or
proceeding brought against it by the Agents and the Lenders under this
Agreement or under any document delivered hereunder and the Borrower hereby
irrevocably appoints SEACOR Management Services Inc. with an office at 2200
Eller Drive, Fort Lauderdale, Florida 33316, its attorney-in-fact and agent for
service of summons or other legal process thereon, which service may be made by
serving a copy of any summons or other legal process in any such action or
proceeding on such agent and such agent is hereby authorized and directed to
accept by and on behalf of the Borrower service of summons and other legal
process of any such action or proceeding against the Borrower.  The service, as herein provided, of such



 46
 






 



summons or other legal process in any such action or proceeding shall
be deemed personal service and accepted by the Borrower as such, and shall be
legal and binding upon the Borrower for all the purposes of any such action or
proceeding.  Final judgment (a certified
or exemplified copy of which shall be conclusive evidence of the fact and of
the amount of any indebtedness of a Borrower to any Agent or Lender) against
the Borrower in any such legal action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment.  The Borrower will advise the Facility Agent
promptly of any change of address of the foregoing agent or of the substitution
of another agent therefor.  In the event
that the foregoing agent or any other agent appointed by the Borrower shall not
be conveniently available for such service or if the Borrower fails to maintain
an agent as provided herein, the Borrower hereby irrevocably appoints the
person who then is the Secretary of State of the State of New York as such
attorney-in-fact and agent.  The Borrower
will advise the foregoing agent of the appointment made hereby, but failure to
so advise shall not affect the appointment made hereby.  Notwithstanding anything herein to the
contrary, the Agents and the Lenders may bring any legal action or proceeding
in any other appropriate jurisdiction.


15.3.        Waiver of Jury Trial.  IT IS MUTUALLY AGREED BY AND AMONG THE
BORROWER, AND THE AGENTS AND THE LENDERS THAT EACH OF THEM HEREBY WAIVES TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO
AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS AGREEMENT OR THE NOTES.


SECTION 16.  THE
AGENTS


16.1.        Appointment of Agents.  Each of the Lenders hereby irrevocably
appoints and authorizes each Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and under the Notes as are
delegated to such Agent by the terms hereof and thereof.  Neither the Agents nor any of their respective
directors, officers, employees or agents shall be liable for any action taken
or omitted to be taken by it or them under this Agreement and under the Notes
or in connection therewith, except for its or their own gross negligence or
willful misconduct.


16.2.        Distribution of Payments.  Whenever any payment is received by the
Facility Agent from the Borrower for the account of the Lenders, or any of
them, whether of principal or interest on the Notes, commissions, commitment
fees under Section 14.1, or otherwise, it will thereafter cause like funds
relating to such payment to be promptly distributed ratably to the Lenders
according to their respective Commitments, in each case to be applied according
to the terms of this Agreement.


16.3.        Holder of Interest in Notes.  The Facility Agent may treat each Lender as
the holder of all of the interest of such Lender in its Notes unless and until
the Facility Agent has received a copy of an Assignment and Assumption
Agreement evidencing the transfer of all or any part of such Lender’s interest
in the Credit Facility.


16.4.        No Duty to Examine, Etc.  The Agents shall not be under a duty to
examine or pass upon the validity, effectiveness or genuineness of this
Agreement, the Notes or any instrument, document or communication furnished
pursuant to this Agreement or the Notes or in connection with any thereof and
the Agents shall be entitled to assume that the same are valid,



 47
 






 



effective and genuine, have been signed or sent by the proper parties
and are what they purport to be.


16.5.        Agents as Lenders.  With respect to that portion of the Credit
Facility made available by it, each Agent shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
an Agent, and the term “Lender” or “Lenders” shall include the Agents in their
capacity as Lenders.  Each Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with, the Borrower as if it were not an Agent.


16.6.        Obligations of Agents.  (a) The obligations of each Agent under this
Agreement and under the Notes are only those expressly set forth herein and
therein.


(b)           No Duty to Investigate.  No Agent shall  at any time be under any duty to investigate
whether an Event of Default, or an event which with the giving of notice or
lapse of time, or both, would constitute an Event of Default, has occurred or
to investigate the performance of this Agreement and the Notes by the Borrower.


(c)           Reports and Notices.  Promptly upon receipt thereof by the Facility
Agent, the Facility Agent shall furnish each Lender with a copy of all
financial reports and notices delivered to it by the Borrower hereunder.


16.7.        Discretion of Agents.  (a) Each Agent shall be entitled to use its
discretion with respect to exercising or refraining from exercising any rights
which may be vested in it by, and with respect to taking or refraining from
taking any action or actions which it may be able to take under or in respect
of, this Agreement and the Notes, unless such Agent shall have been instructed
by the Majority Lenders to exercise such rights or to take or refrain from
taking such action; provided, however, that such Agent shall not be required to
take any action which exposes such Agent to personal liability or which is
contrary to this Agreement or applicable law.


(b)           Instructions of Majority Lenders.  Each Agent shall in all cases be fully
protected in acting or refraining from acting under this Agreement and under
the Notes in accordance with the instructions of the Majority Lenders (or, where
expressly required hereby, all the Lenders), and any action taken or failure to
act pursuant to such instructions shall be binding on all of the Lenders.


16.8.        Assumption re Event of Default.  Except as otherwise provided in
Section 16.4, the Facility Agent shall be entitled to assume that no Event
of Default, or event which with the giving of notice or lapse of time, or both,
would constitute an Event of Default, has occurred and is continuing, unless
the Facility Agent has been notified by the Borrower of such fact or has been
notified by a Lender that such Lender considers that an Event of Default or
such an event (specifying in detail the nature thereof) has occurred and is
continuing.  In the event that the Facility
Agent shall have been notified by any party in the manner set forth in the
preceding sentence of any Event of Default or of an event which with the giving
of notice or lapse of time, or both, would constitute an Event of Default, the
Facility Agent shall promptly notify the Lenders and shall take action and
assert such rights under this Agreement or the Notes as the Majority Lenders
shall request in writing.


 



 48














 


16.9.        No Liability of Agents and the
Lenders.  No Agent or Lender shall be
under any liability or responsibility whatsoever:


(a)           to the Borrower or any other person
or entity as a consequence of any failure or delay in performance by, or any
breach by, any other Lender or any other person of any of its or their
obligations under this Agreement or under the Notes;


(b)           to any Lender or Lenders as a
consequence of any failure or delay in performance by, or any breach by the
Borrower of any of its obligations under this Agreement or under the Notes; or


(c)           to any Lender or Lenders for any
statements, representations or warranties contained in this Agreement or in the
Notes or in any document or instrument delivered in connection with the
transaction hereby contemplated; or for the validity, effectiveness,
enforceability or sufficiency of this Agreement and the Notes or any document
or instrument delivered in connection with the transactions hereby
contemplated.


16.10.      Indemnification of Agents.  The Lenders agree to indemnify each Agent (to
the extent not reimbursed by the Borrower), pro rata according to the
respective amounts of their Commitments, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
(including reasonable legal fees and expenses incurred in investigating claims
and defending itself against such liabilities) which may be imposed on,
incurred by or asserted against, such Agent in any way relating to or arising
out of this Agreement and the Notes, any action taken or omitted by such Agent
hereunder or thereunder or the preparation, administration, amendment or
enforcement of, or waiver of any provision of, this Agreement and the Notes,
except that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s gross negligence or
willful misconduct.


16.11.      Consultation with Counsel.  Each Agent may consult with legal counsel
selected by such Agent and shall not be liable for any action taken, permitted
or omitted by it in good faith in accordance with the advice or opinion of such
counsel.


16.12.      Resignation.  Each Agent may resign at any time by giving
sixty (60) days’ written notice thereof to the Lenders and the
Borrower.  Upon any such resignation, the
Lenders shall have the right to appoint a successor Agent.  If no successor Agent shall have been so appointed
by the Lenders and shall have accepted such appointment within sixty (60)
days after the retiring Agent’s giving notice of resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a
bank or trust company of recognized standing. 
The appointment of any successor 
Agent shall (unless an Event of Default has occurred and is continuing)
be subject to the prior written consent of the Borrower, such consent not to be
unreasonably withheld.  After any retiring
Agent’s resignation as Agent hereunder, the provisions of this Section 16
shall continue in effect for its benefit with respect to any actions taken or
omitted by it while acting as Agent.  In
each case the resignation of an Agent shall not take effect unless a successor
Agent has been duly appointed.



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16.13.      Representations
of Lenders.  Each Lender represents
and warrants to each other Lender and each Agent that:


(i)            in making its decision to enter into
this Agreement and to make its Commitment available hereunder, it has
independently taken whatever steps it considers necessary to evaluate the
financial condition and affairs of the Borrower, that it has made an
independent credit judgment and that it has not relied upon any statement,
representation or warranty by any other Lender or any Agent; and


(ii)           So long as any portion of its
Commitment remains outstanding, it will continue to make its own independent
evaluation of the financial condition and affairs of the Borrower.


16.14.      Notification of Event of Default.  The Facility Agent hereby undertakes promptly
to notify the Lenders, and each of the Lenders hereby undertakes promptly to
notify the Facility Agent and the other Lenders, of the existence of any Event
of Default which shall have occurred and be continuing of which the Facility
Agent or such Lender has actual knowledge.


SECTION 17.  NOTICES AND DEMANDS


17.1.        Notices in Writing.  Every notice or demand under this Agreement
shall be in writing and may be given or made by telecopy.


17.2.        Addresses for Notice.  Every notice or demand shall be sent, if to
the Borrower or the Facility Agent, at the address set forth below and, if to
the Lenders at their address and telecopy numbers set forth in Schedule A
or at such other address or telecopy numbers as such party may hereafter
specify for the purpose by notice to each other party hereto.


Any notices addressed to the Borrower shall be sent as
follows:


C/O SEACOR MANAGEMENT SERVICES INC.

2200 ELLEN DRIVE

FORT LAUDERDALE, FL 33316

Telecopy No.:  (954) 524-9185


Attention:  Richard Ryan, Chief
Financial Officer


Any notices addressed to the Facility Agent shall be
sent as follows:


200 PARK AVENUE, 31st Floor

NEW YORK, NEW YORK 10166-0396

Telecopy No.:  (212) 681-3900


Attention:  Barbara Gronquist/Kevin O’Hara


ANY NOTICE SENT BY TELECOPY SHALL BE CONFIRMED BY
LETTER DISPATCHED AS SOON AS PRACTICABLE THEREAFTER.


17.3.        Notices Deemed Received.  Every notice or demand shall, except so far
as otherwise expressly provided by this Agreement, be deemed to have been received
(provided that



 50
 






 



it is received prior to 2 p.m. New York time;
otherwise it shall be deemed to have been received on the next following
Banking Day), in the case of a telecopy at the time of dispatch thereof
(provided further that if the date of dispatch is not a Banking Day in the
locality of the party to whom such notice or demand is sent it shall be deemed
to have been received on the next following Banking Day in such locality) and,
in the case of a letter, at the time of receipt thereof.


SECTION
18.  MISCELLANEOUS


18.1.        Time of Essence.  Time is of the essence of this Agreement but
no failure or delay on the part of the Agents and the Lenders to exercise any
power or right under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise by the Agents and the Lenders of any power
or right hereunder preclude any other or further exercise thereof or the
exercise of any other power or right. 
The remedies provided herein are cumulative and are not exclusive of any
remedies provided by law.


18.2.        Unenforceable, etc.; Provisions -
Effect.  In case any one or more of
the provisions contained in this Agreement or in the Notes would, if given
effect, (i) cause such of the Borrower or any of the Subsidiaries, as the
case may be, which owns United States flag vessels to cease to be a citizen of
the United States within the meaning of Section 2 of the United States
Shipping Act 1916, as amended, or cause a transfer of any of the Vessels
registered under the laws and flag of the United States of America in violation
of Section 9 of said Act or (ii) be otherwise invalid, illegal or
unenforceable in any respect under any law applicable in any relevant
jurisdiction, said provision shall not be enforceable against the Borrower or
any of the Subsidiaries, as the case may be, but the validity, legality and
enforceability of the remaining provisions herein or therein contained shall
not in any way be affected or impaired thereby.


18.3.        References.  References herein to Sections and Schedules
are to be construed as references to sections of, and schedules to, this
Agreement.


18.4.        Further Assurances.  The Borrower agrees that if this Agreement or
the Notes shall at any time be deemed by the Facility Agent for any reason
insufficient in whole or in part to carry out the true intent and spirit hereof
or thereof, it will execute or cause to be executed such other and further
assurances and documents as in the opinion of the Facility Agent may be
required in order more effectively to accomplish the purposes of this Agreement
and the Notes.


18.5.        Entire Agreement; Amendments.  This Agreement, the Notes and the letter
agreement referred to in Section 14.4 constitute the entire agreement of the
parties hereto, including all parties added hereto pursuant to an Assignment
and Assumption Agreement.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts together shall constitute one and the same
instrument.  Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Majority Lenders
(and, if the rights or duties of the Facility Agent are affected thereby, by
the Facility Agent); provided that no amendment or waiver shall, unless signed
by all the Lenders, (i) increase or decrease the Commitment of any Lender
or subject any Lender to any additional obligation other than those set forth
herein, (ii) reduce the principal of or rate of interest on the Credit
Facility or any fees hereunder, (iii) postpone the date fixed for any
payment of principal of or interest on the Loan or any Letter of Credit
reimbursement or any fees or other amounts hereunder, (iv) amend Section 11,
(v) waive any condition precedent to the availability of the Credit
Facility or any



 51
 






 



Advance thereunder, (vi) amend or modify this
Section 18.5 or change the definition of “Majority Lenders” or (vii)
change any provisions relating to the pro rata nature of payments to, or
disbursements by, the Lenders.


18.6.        Adjustments.  If any Lender (a “Benefitted Lender”) shall
at any time receive any payment of all or any part of the Advances made by such
Lender, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 9.1(i) or (k), or
otherwise) in a greater proportion than any such payment to and collateral
received by any other Lender in respect of such other Lender’s Advances, or
interest thereon, such Benefitted Lender shall purchase for cash from each of
the other Lenders such portion of each such other Lender’s Advances, and shall
provide each of such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such Benefitted Lender to
share the excess payment or benefits of such collateral or proceeds ratably
with each of the Lenders, provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such Benefitted Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.  The Borrower agrees that each Lender so purchasing
a portion of another Lender’s Advances may exercise all rights of payment
(including, without limitation, rights of set-off, to the extent not prohibited
by law) with respect to such portion as fully as if such Lender were the direct
holder of such portion.


18.7.        USA Patriot Act Notice; OFAC and Bank
Secrecy Act.  The Facility Agent
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001)
(the “Act”), and the Facility Agent’s policies and practices, the Facility
Agent and each of the Lenders is required to obtain, verify and record certain
information and documentation that identifies the Borrower, which information
includes the name and address of the Borrower and such other information that
will allow the Facility Agent and the Lenders to identify the Borrower in
accordance with the Act.  In addition,
the Borrower shall (a) ensure that no Person who owns a controlling interest in
or otherwise controls the Borrower or any subsidiary of any thereof is or shall
be listed on the Specially Designated Nationals and Blocked Person List or
other similar lists maintained by the Office of Foreign Assets Control (“OFAC”),
the Department of the Treasury or included in any Executive Orders, (b) not use
or permit the use of the proceeds of the Facility to violate any of the foreign
asset control regulations of OFAC or any enabling statute or Executive Order
relating thereto, and (c) comply, and cause any of its subsidiaries to comply,
with all applicable Bank Secrecy Act laws and regulations, as amended.


[SIGNATURE PAGES TO FOLLOW]


 



 52














 


IN WITNESS whereof the parties hereto have caused this
Agreement to be duly executed by their duly authorized representative as of the
day and year first above written.


	
  SEACOR HOLDINGS INC., as
  Borrower

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ DICK FAGERSTAL

  	
   

  	
   

  
	
  Name: Dick Fagerstal

  	
   

  
	
  Title: Senior Vice President

  	
   

  
	
   

  	
   

  
	
  DNB NOR BANK ASA, as Facility Agent, Mandated Lead
  Arranger, Bookrunner and Lender

  	
  NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH as
  Syndication Agent, Mandated Lead Arranger, Bookrunner and Lender

  
	
   

  	
   

  
	
  By

  	
  /s/ BARBARA GRONQUIST

  	
   

  	
  By

  	
  /s/ Anne Engen

  	
   

  
	
  Name: Barbara Gronquist

  	
  Name: Anne Engen

  
	
  Title: Senior Vice President

  	
  Title: Vice President

  
	
   

  	
   

  
	
  By

  	
  /s/ KEVIN O’HARA

  	
   

  	
  By

  	
  /s/ MARTIN KAHM

  	
   

  
	
  Name: Kevin O’Hara

  	
  Name: Martin Kahm

  
	
  Title: Vice President

  	
  Title: Vice President

  
	
   

  	
   

  
	
  THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as
  Structuring Agent, Mandated Lead Arranger and Lender

  	
  FORTIS CAPITAL CORP., as Documentation Agent,
  Mandated Lead Arranger and Lender

  
	
   

  	
   

  
	
  By

  	
  /s/ RUSSELL PARKER

  	
   

  	
  By

  	
  /s/ SVEIN ENGH

  	
   

  
	
  Name: Russell Parker

  	
  Name: Svein Engh

  
	
  Title: Senior Director

  	
  Title: Managing Director

  
	
   

  	
   

  
	
  By

  	
  /s/ JOHN LOWE

  	
   

  	
  By

  	
  /s/ C. TOBIAS BACKER

  	
   

  
	
  Name: John Lowe

  	
  Name: C. Tobias Backer

  
	
  Title: Associate Director

  	
  Title: Senior Vice President

  



 









 



 


	
  LLOYDS TSB BANK PLC, 
  as Lender

  	
  THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as
  Lender

  
	
   

  	
   

  
	
  By

  	
  /s/ DAVID SUMNER

  	
   

  	
  By

  	
  /s/ JOHN HARTIGAN

  	
   

  
	
  Name: David Sumner

  	
  Name: John Hartigan

  
	
  Title: Associate Director

  	
  Title: Associate Director

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
  /s/ PAUL PACKARD

  	
   

  
	
  Name:

  	
  Name: Paul Packard

  
	
  Title:

  	
  Title: Head of Maritime Industries

  
	
   

  	
   

  
	
  DEUTSCHE SCHIFFSBANK AG, as Lender

  	
  HSH NORDBANK AG, as Lender

  
	
   

  	
   

  
	
  By

  	
  /s/ MALTE SCHULTE-TRUX

  	
   

  	
  By

  	
  /s/ BERGER

  	
   

  
	
  Name: Malte Schulte-Trux

  	
  Name: Berger

  
	
  Title: Deputy General Manager

  	
  Title: Vice President

  
	
   

  	
   

  
	
  By

  	
  /s/ TANJA LAVERER

  	
   

  	
  By

  	
  /s/ KAI BRAUNSDORF

  	
   

  
	
  Name: Tanja Laverer

  	
  Name: Kai Braunsdorf

  
	
  Title: Assistant General Manager

  	
  Title: Vice President

  
	
   

  	
   

  
	
  NIBC BANK N.V., as Lender

  	
  WHITNEY NATIONAL BANK, as Lender

  
	
   

  	
   

  
	
  By

  	
  /s/ HANS SIMONS

  	
   

  	
  By

  	
  /s/ JOSH JONES

  	
   

  
	
  Name: Hans Simons

  	
  Name: Josh Jones

  
	
  Title: Associate Director

  	
  Title: Vice President

  
	
   

  	
   

  
	
  By

  	
  /s/ HALBART VOLKER

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Halbart Volker

  	
   

  
	
  Title: Managing Director

  	
   

  
	
   

  	
   

  
	
  BAYERISCHE HYPO-UND VEREINSBANK AG, as Lender

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ STEPHEN SOMITSCH

  	
   

  	
   

  
	
  Name: Stephen Somitsch

  	
   

  
	
  Title: Associate Department Director

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ PETER ISECKE

  	
   

  	
   

  
	
  Name: Peter Isecke

  	
   

  
	
  Title: Credit Analyst

  	
   

  
	
   

  	
   

  



 















 


SCHEDULE
A


PARTICULARS
OF LENDERS


 


	
  Name and Address

  	
   

  	
  Commitment

  	
   

  	
  Participation Percentage

  	
   

  
	
  DnB NOR Bank ASA

  200 Park Avenue

  New York, NY 10166-0396

  U.S.A

  	
   

  	
  $

  	
  45,000,000

  	
   

  	
  15.0000

  	
  %

  
	
  Nordea Bank Norge ASA,
  Grand Cayman Branch

  11 West 42nd Street, 7th Floor

  New York, NY 10036

  U.S.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  The Governor and
  Company

  of the Bank of Scotland 

  Pentland House

  8 Lochside Avenue

  Edinburgh EH12 9DJ

  Scotland

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  Fortis Capital Corp.

  520 Madison Avenue, 33rd Floor

  New York, NY 10022

  U.S.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  Lloyds TSB Bank plc

  10 Gresham Street

  London EC2V 7AE

  United Kingdom

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  10.0000

  	
  %

  
	
  The Governor and
  Company of the Bank of Ireland

  Lower Baggot

  Dublin 1

  Ireland

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  8.3333

  	
  %

  
	
  Deutsche Schiffsbank AG

  Domshof 17

  28195 Bremen

  Germany

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  8.3333

  	
  %

  
	
  HSH Nordbank AG

  Gerhart Hauptmann-Platz 50

  D-20095 Hamburg

  Germany

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  8.3333

  	
  %

  
	
  NIBC Bank N.V.

  Carnegieplein 4

  2517 KJ

  The Hague

  Netherlands

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  8.3333

  	
  %

  
	
  Whitney National Bank

  228 St. Charles Street

  New Orleans, LA 70130-2601

  U.S.A.

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  6.6667

  	
  %

  
	
  Bayerische Hypo-und Vereinsbank AG

  Alter Wall 22

  20457 Hamburg

  Germany

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  5.0000

  	
  %

  



 


 















 


 


SCHEDULE
B



VESSEL/HELICOPTER
OWNING/OPERATING SUBSIDIARIES AND OTHER SUBSIDIARIES



(as of October 16, 2006)


SEACOR HOLDINGS INC.


	
  SUBSIDIARIES:

  	
   

  	
  INTEREST

  	
   

  	
  OWNER/OPERATOR

  of VESSELS

  	
   

  	
  OWNER/OPERATOR

  of HELICOPTERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Offshore
  Aviation Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Era FBO LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Era Helicopters,
  LLC1

  	
   

  	
  66.62

  	
  %

  	
   

  	
   

  	
  X

  	
   

  
	
  Era Helicopters
  (Mexico) LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Era Helicópteros
  de México S. de R.L. de C.V.

  	
   

  	
  99

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Era Leasing LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Tex-Air
  Helicopters, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  KFS Air Medical
  LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk
  International, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Delaware Tanker
  Holding I, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Delaware Tanker
  Holding II, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Delaware Tanker
  Holding III, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Delaware Tanker
  Holding IV, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Delaware Tanker
  Holding V, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Kinsman Lines,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Lightship
  Limited Partner Holdings, LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Lightship
  Partners, LP

  	
   

  	
  66.67

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Lightship
  Tankers I LLC

  	
   

  	
  75

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Lightship
  Tankers II LLC

  	
   

  	
  75

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Lightship
  Tankers III LLC

  	
   

  	
  75

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Lightship Tankers
  IV LLC

  	
   

  	
  75

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Lightship
  Tankers V LLC

  	
   

  	
  75

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Lightship Tanker
  Holdings, LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Lone Star Marine
  Services, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Asset
  Management LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Energy
  Carriers, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Energy
  Transport, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk
  Petroleum Transport, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Ocean
  Transport, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk General
  Partner LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Global
  Carriers, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Global
  Transport, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Overseas
  Transport, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Marine
  International, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk
  Transmarine II, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk
  Transport, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Tankers,
  Ltd.

  	
   

  	
  80

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk America
  Partnership, Ltd.

  	
   

  	
  82

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk
  Transmarine Partnership, Ltd.

  	
   

  	
  42

  	
  %

  	
  X

  	
   

  	
   

  	
   

  










 



 


	
  Seabulk
  Transmarine Partnership, Ltd.

  	
   

  	
  25

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk
  Offshore, Ltd.

  	
   

  	
  99

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SeabulkArizona
  USA, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk
  Transmarine Partnership, Ltd.

  	
   

  	
  33

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Marine
  Services, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Holdings, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Freedom,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Tims I,
  Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Operators, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  International, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Abu Dhabi, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Dubai, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Dubai, LLC

  	
   

  	
  49

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Operators, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Maranta S.A.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Marine Management, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Operators Nigeria Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Operators Trinidad Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  S.A.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  U.K. Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Venture Holdings Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Africa,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Angola
  Holdings, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  de Angola, Lda.

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Command,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  do Brasil Ltda.

  	
   

  	
  50

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Congo,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk E.G.
  Holdings, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Equatorial Guinea, S.L.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Eagle
  II, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  do Brasil Ltda.

  	
   

  	
  50

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Heron,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Jasper,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Lincoln,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Mallard,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Master,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Nyon,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk South
  Atlantic, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Swift,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Offshore
  Vessel Holdings Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk
  Operators, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Partners
  LP

  	
   

  	
  98

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 









 



 


	
  Seabulk Tankers,
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Seabulk Towing,
  Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Masquerade II,
  Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Seabulk Towing
  Services, Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR
  Acadian Companies Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Galaxie Offshore
  L.L.C.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Gilbert Cheramie
  Boats L.L.C.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Graham Offshore
  LLC

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Graham Offshore
  Barges LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  McCall’s Boat
  Rentals L.L.C.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  McCall’s Boat
  Rentals Barges LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  International Chartering Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR Marine
  LLC

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR Marine
  (Europe) B.V.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Vision
  LLC

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR Vision
  Barges LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Marine
  International LLC

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR Marine
  International Barges LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Marine
  (Nigeria) L.L.C.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR Offshore
  LLC

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR Offshore
  Barges LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  CapSea Holdings
  LLC

  	
   

  	
   

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Tankers
  LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Bulk Carriers Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Capital Corporation

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  F2B Investments
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACAP Leasing
  Associates LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  X

  	
   

  
	
  Arctic Leasing
  LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACAP Leasing
  Associates II LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACAP Leasing
  Associates III LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACAP Leasing
  Associates IV LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACAP Leasing
  Associates V LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Capital (Singapore) Pte. Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Capital (UK) Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Boston Putford
  Offshore Safety Ltd.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Putford Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Southern Crewing
  Services Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Warbler Shipping
  Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  West Coast
  Standby Ltd.

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Capital Two Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Communications Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Environmental Services Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  International
  Response Corporation

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 









 



 


	
  Seacor
  Environmental Services (Middle East)

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Venezuelan
  Response Corporation, C.A.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  National
  Response Corporation

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  NRC
  Environmental Services Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  National
  Response Corporation of Puerto Rico

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  OSRV Holdings,
  Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR
  Environmental Products LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Environmental Services International Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  IRC do Brasil
  Ltda.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Environmental Services (Thailand) Ltd.

  	
   

  	
  99

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Environmental Services (U.K.) Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  International Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Management Services Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Marine (Asia) Pte. Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Marine (Bahamas) Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Marine (Isle of Man) Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Marine (International) Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Marine
  Guernsey Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Meridian Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Asset
  Management LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Payroll
  Management LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Ocean Boats Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Offshore Services Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Worldwide Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Congo Seacor
  Marine S.A.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Worldwide
  Barges LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Sea-Gil
  Holdings, L.L.C.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR-SMIT
  Holdings B.V.

  	
   

  	
  80

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Offshore
  Supplyships One Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR-SMIT
  Offshore (International) Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR-SMIT
  Offshore (International) Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Offshore
  (Marshall Islands) Ltd.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  SEACOR-SMIT
  Offshore I Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR-SMIT
  Offshore (Worldwide) Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Stirling
  Shipping Holdings Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Stirling
  Shipping Company Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Bruce Marine
  Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Stirling Marine
  Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Stirling
  Offshore Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Haven Shipping
  Company Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Stirling
  ShipManagement Limited

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  The
  O’Brien’s Group, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 









 



 


	
  O’Brien Oil
  Pollution Service, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Response
  Management Associates, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  VEESEA
  Holdings Inc.

  	
   

  	
  98.2

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Gem Shipping
  Inc.

  	
   

  	
  100

  	
  %

  	
  X

  	
   

  	
   

  	
   

  
	
  Gem Shipping
  Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Storm Shipping
  Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Vector-Seacor
  Ltd.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR
  Inland River Transport Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCF Marine Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCF Barge Line
  LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCF Boats LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCF/JAR
  Investments LLC

  	
   

  	
  97

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCFM Towing LLC

  	
   

  	
  55

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCF Fleeting LLC

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Weston Barge
  Line, Inc.

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  SCF Towboat III,
  L.P.

  	
   

  	
  50

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 


1 Tex-Air
owns 33.38%. Tex-Air will be merged into OAI


 















 


SCHEDULE
C


EXISTING
LIENS


	
  SECURED OBLIGATIONS

  	
   

  	
   

  	
   

  	
  COLLATERAL

  
	
  $1,706,931 - Promissory
  Note - 

  Banco Nacional e Desenvolviemento Economico e Social (BNDES)

  Seabulk Offshore do Brasil Ltda.

  	
   

  	
  SEABULK IPANEMA

  
	
  $6,591,652 - Promissory
  Note - 

  Banco Nacional e Desenvolviemento Economico e Social (BNDES)

  Seabulk Offshore do Brasil Ltda.

  	
   

  	
  SEABULK BRASIL

  
	
  $6,492,586 -
  BNDES - Promissory Note - 

  Banco Nacional e Desenvolviemento Economico e Social (BNDES)

  Seabulk Offshore do Brasil Ltda.

  	
   

  	
  SEABULK ANGRA

  
	
  $38,229,188 - Title
  XI Financing - Marad - 

  Lightship Tankers I, LLC

  	
   

  	
  SEABULK ENERGY

  
	
  $39,469,680 - Title
  XI Financing - Marad - 

  Lightship Tankers II, LLC

  	
   

  	
  HMI BRENTON REEF

  
	
  $39,631,000 - Title
  XI Financing - Marad - 

  Lightship Tankers III, LLC

  	
   

  	
  SEABULK PRIDE

  
	
  $39,705,000 - Title
  XI Financing - Marad - 

  Lightship Tankers IV, LLC

  	
   

  	
  SEABULK ARCTIC

  
	
  $39,802,000 - Title
  XI Financing - Marad - 

  Lightship Tankers V, LLC

  	
   

  	
  SEABULK MARINER

  
	
  $12,778,508 - Capital
  Leases:

  	
   

  	
   

  
	
  Norlease, Inc. - Seabulk Towing, Inc.

  	
   

  	
  BROWARD

  
	
  Norlease, Inc. - Seabulk Towing, Inc.

  	
   

  	
  ST. JOHNS

  
	
  Norlease, Inc. - Seabulk Towing, Inc.

  	
   

  	
  NEW RIVER

  
	
  AmSouth Leasing Ltd. Seabulk Towing, Inc.

  	
   

  	
  ESCAMBIA

  
	
  TA Marine III, Inc. - Seabulk Towing, Inc.

  	
   

  	
  SUWANEE RIVER

  
	
  $9,898,756 - Capital
  Lease:

  	
   

  	
   

  
	
  Wells FargoBank Northwest,
  National Association - 

  Seabulk Africa, Inc.

  	
   

  	
  SEABULK AFRICA

  



 


 















 


SCHEDULE
D


EXISTING
INDEBTEDNESS (1)


	
  SECURED DEBT

  	
   

  	
   

  	
   

  	
  6/30/2006

  	
   

  
	
  Promissory Notes
  - Ipanema

  	
   

  	
  1,706,931

  	
   

  
	
  Promissory Notes
  - Brazil

  	
   

  	
  6,591,652

  	
   

  
	
  Promissory Notes
  - Angra

  	
   

  	
  6,492,586

  	
   

  
	
  Title XI - Tanker
  I

  	
   

  	
  38,229,188

  	
   

  
	
  Title XI - Tanker
  II

  	
   

  	
  39,469,680

  	
   

  
	
  Title XI - Tanker
  III

  	
   

  	
  39,631,000

  	
   

  
	
  Title XI - Tanker
  IV

  	
   

  	
  39,705,000

  	
   

  
	
  Title XI Debt - Tanker
  V

  	
   

  	
  39,802,000

  	
   

  
	
  Scott Financial

  	
   

  	
  2,818

  	
   

  
	
  Capital Leases -
  Tugs

  	
   

  	
  12,778,508

  	
   

  
	
  Capital Leases -
  Africa

  	
   

  	
  9,898,756

  	
   

  
	
  Total Secured Debt

  	
   

  	
  234,308,118

  	
   

  



 


	
  UNSECURED Debt

  	
   

  	
   

  	
   

  	
  6/30/2006

  	
   

  
	
  5 7/8% Senior Notes

  	
   

  	
  200,000,000

  	
   

  
	
  7.2% Senior Notes

  	
   

  	
  134,500,000

  	
   

  
	
  2.875% Convertible Debt

  	
   

  	
  250,000,000

  	
   

  
	
  9.5% Senior Notes

  	
   

  	
  138,500,000

  	
   

  
	
  Total
  Unsecured Debt

  	
   

  	
  723,000,000

  	
   

  



 


	
  Less:

  	
   

  	
   

  	
   

  
	
  Debt Discount, 5 7/8% Senior Notes

  	
   

  	
  (1,608,252

  	
  )

  
	
  Debt Discount, 7.2% Senior Notes

  	
   

  	
  (176,494

  	
  )

  
	
  Debt Discount, Promissory Notes - Ipanema

  	
   

  	
  (135,140

  	
  )

  
	
  Debt Discount, Promissory Notes - Brazil

  	
   

  	
  (614,812

  	
  )

  
	
  Debt Discount, Promissory Notes - Angra

  	
   

  	
  (608,610

  	
  )

  
	
  Debt Discount, Title XI - Tanker III

  	
   

  	
  (4,183,489

  	
  )

  
	
  Debt Discount, Title XI - Tanker IV

  	
   

  	
  (4,191,492

  	
  )

  
	
  Debt Discount, Title XI - Tanker V

  	
   

  	
  (4,201,604

  	
  )

  
	
   

  	
   

  	
  (15,719,893

  	
  )

  



 









 



 


	
  Plus:

  	
   

  	
   

  	
   

  
	
  Debt Premium, 9.5% Senior Notes

  	
   

  	
  15,556,420

  	
   

  
	
  Debt Premium, Title XI - Tanker I

  	
   

  	
  527,164

  	
   

  
	
  Debt Premium, Title XI - Tanker II

  	
   

  	
  555,773

  	
   

  
	
  Debt Premium, Capital Leases - Tugs

  	
   

  	
  894,096

  	
   

  
	
  Debt Premium, Capital Leases - Africa

  	
   

  	
  351,980

  	
   

  
	
   

  	
   

  	
  17,885,433

  	
   

  



 


	
  Less: (Portion
  Due Within One Year)

  	
   

  	
   

  	
   

  
	
  Promissory Notespanema

  	
   

  	
  (136,554

  	
  )

  
	
  Promissory Notes - Brazil

  	
   

  	
  (437,015

  	
  )

  
	
  Promissory Notes - Angra

  	
   

  	
  (426,914

  	
  )

  
	
  Title XI - Tanker I

  	
   

  	
  (619,641

  	
  )

  
	
  Title XI - Tanker II

  	
   

  	
  (651,490

  	
  )

  
	
  Title XI - Tanker III

  	
   

  	
  (1,211,000

  	
  )

  
	
  Title XI - Tanker IV

  	
   

  	
  (1,213,000

  	
  )

  
	
  Title XI - Tanker V

  	
   

  	
  (1,216,000

  	
  )

  
	
  Scott Financial

  	
   

  	
  (2,818

  	
  )

  
	
  Capital Leases - Tugs

  	
   

  	
  (1,215,051

  	
  )

  
	
  Capital Leases - Africa

  	
   

  	
  (1,188,163

  	
  )

  
	
  Portion of Long-Term Debt

  	
   

  	
  (8,317,646

  	
  )

  
	
  Total
  Long-Term Debt

  	
   

  	
  951,156,011

  	
   

  



 






(1)           As of 6/30/06 but
includes adjustments for loans paid off since 6/30/06









 



SCHEDULE
E


EXISTING
LETTERS OF CREDIT


	
  Letters of Credit

  	
   

  	
   

  	
   

  	
  9/30/2006

  	
   

  
	
  Beneficiary: Botas International Ltd expires
  10/27/06

  	
   

  	
  USD 762,000

  	
   

  
	
  Beneficiary: Tat
  Hong Plant Leasing expires 1/15/07

  	
   

  	
  SGD 800,000

  	
   

  



 


 















 


EXHIBIT 1


PROMISSORY NOTE


____________, 2006


New York, New York


FOR VALUE RECEIVED, the undersigned SEACOR HOLDINGS
INC., a corporation incorporated under the laws of the State of Delaware (the “Borrower”),
hereby promises to pay to the order of [INSERT NAME OF LENDER], [INSERT
JURISDICTION OF ORGANIZATION OF LENDER AND TYPE OF ENTITY] (the “Lender”), with
offices at [INSERT ADDRESS OF LENDER], the principal sum of [INSERT AMOUNT OF
COMMITMENT OF LENDER] United States Dollars or the equivalent thereof where a
portion of the Credit Facility is in a Foreign Currency or Currencies (as the
same may be reduced from time to time pursuant to Sections 5.3 of the Credit
Agreement hereinafter defined) or, if less, the aggregate unpaid principal
amount of the Advances from time to time outstanding made by ___________ to the
Borrower pursuant to the Credit Agreement dated November __, 2006, by and
among, (1) the Borrower,(2) DnB NOR Bank ASA (“DnB NOR”), Nordea Bank Norge
ASA, Grand Cayman Branch (“Nordea”), The Governor and Company of the Bank of
Scotland (“Bank of Scotland”) and Fortis Capital Corp., a corporation organized
under the laws of the State of Connecticut (“Fortis”), as mandated lead
arrangers, (3) DnB NOR and Nordea, as Bookrunners, (4) DnB NOR, as
facility agent (the “Facility Agent”), (5) Nordea, as syndication agent,
(6) Bank of Scotland, as structuring agent, (7) Fortis, as
documentation agent, and (8) the banks and financial institutions whose
names and addresses are set out in Schedule A to the Credit Agreement, as
lenders (as amended, restated, modified or supplemented from time to time, the “Credit
Agreement”).  The Borrower shall repay
all outstanding Advances on the Termination Date.  This promissory note may be prepaid on such
terms as provided in the Credit Agreement. 
The Borrower shall repay or prepay each Advance (or portion thereof),
together with interest accrued thereon, in the same currency as that in which
such Advance was denominated when it was originally advanced by the Lenders.


Words and expressions used herein and defined in the
Credit Agreement shall have the same meanings herein as therein defined.


The Advances shall bear interest for the period(s) of
one (1), two (2), three (3), six (6), nine (9) or twelve (12)
months (or such longer period as may be agreed by the Lenders), as selected by
the Borrower pursuant to Section 6.2 of the Credit Agreement, at the rate per
annum which is equal to the aggregate of, (a) LIBOR plus (b) the
Applicable Margin, as provided in Section 6.1 of the Credit Agreement.  Any payments under the Credit Agreement or
hereunder not paid when due, whether by acceleration or otherwise, shall bear
interest thereafter at a rate per annum equal to two hundred (200) basis
points over the Applicable Rate then in effect with respect thereto at the time
of such default.


All payments of principal and interest hereunder are
payable in lawful money of the United States of America, the United Kingdom,
The Netherlands, France, or Singapore, the 









 



Euro or any other currency freely convertible into
U.S. Dollars, as the case may be, to the Facility Agent at its offices located
at 200 Park Avenue, New York, New York or to such other branch of the
Facility Agent as the Facility Agent may direct, in immediately available same
day funds.


The Facility Agent may endorse the amount, currency
and the date of the making of each Advance and any payment or prepayment
thereof on the grid annexed hereto and made a part hereof, which endorsement
shall constitute prima  facie evidence of the accuracy of the
information so endorsed; provided, however, that any failure to
endorse such information on such grid shall not in any manner affect the
obligation of the Borrower to make payment of principal and interest in
accordance with the terms of this promissory note.


If this promissory note or any payment required
hereunder becomes due and payable on a day which is not a Banking Day the due
date thereof shall be extended until the next following Banking Day unless such
next following Banking Day falls in the following calendar month, in which
case, this promissory note or any payment required hereunder shall be due on
the immediately preceding Banking Day. 
Any interest shall be payable during any such extension at the rate
applicable immediately prior thereto.


This promissory note is one of the Notes referred to
in, and is entitled to the security and benefits of, the Credit Agreement.  Upon the occurrence of any Event of Default
under the Credit Agreement, the principal hereof and accrued interest hereon may
be declared to be and shall thereupon become, forthwith, due and payable.


Presentment, demand, protest and notice of dishonor of
this promissory note or any other notice of any kind are hereby expressly
waived.


THE UNDERSIGNED,AND BY ITS ACCEPTANCE HEREOF, THE
LENDER, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PROMISSORY NOTE.


THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


IN WITNESS WHEREOF, the Borrower has executed and
delivered this Promissory Note on the date and year first above written.


	
  

  	
  SEACOR HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 









 



ADVANCES AND PAYMENTS OF PRINCIPAL


	
   

  	
   

  	
  Amount and

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Currency of

  	
   

  	
  Amount of Principal

  	
   

  	
  Outstanding

  	
   

  	
  Notation

  	
   

  
	
  Date

  	
   

  	
  Each Advance

  	
   

  	
  Paid or Repaid

  	
   

  	
  Balance

  	
   

  	
  Made By

  	
   

  



 


 















 


EXHIBIT 2


FORM OF

DRAWDOWN NOTICE


[Date]


DnB NOR Bank ASA

200 Park Avenue

New York, New York 10016


Drawdown Notice


Pursuant to Section 3.3 of the Revolving Credit
Facility Agreement dated as of November __, 2006 (the “Credit Agreement”)
made by and among (1) ourselves as the “Borrower”,,(2) DnB NOR Bank ASA (“DnB
NOR”), Nordea Bank Norge ASA, Grand Cayman Branch (“Nordea”), The Governor and
Company of the Bank of Scotland (“Bank of Scotland”) and Fortis Capital Corp.,
a corporation organized under the laws of the State of Connecticut (“Fortis”),
as mandated lead arrangers, (3) DnB NOR and Nordea, as Bookrunners,
(4) DnB NOR, as facility agent (the “Facility Agent”), (5) Nordea, as
syndication agent, (6) Bank of Scotland, as structuring agent,
(7) Fortis, as documentation agent, and (8) the banks and financial
institutions whose names and addresses are set out in Schedule A to the
Credit Agreement, the undersigned hereby gives the Facility Agent notice of a
drawdown of an Advance.  All terms used
herein, shall have the meanings given thereto in the Credit Agreement.


Drawdown Date:


Amount:


Currency:


Purpose:


Initial Interest
Period(s):


Disbursement
Instructions:


The undersigned hereby represents and warrants that
(a) the representations and warranties stated in Section 2 of the Credit
Agreement (updated mutatis  mutandis) are true and correct on the
date hereof and will be true and correct on the Drawdown Date specified above
as if made on such date, except for changes in (i) the Vessels owned, (ii)
recorded liens relating thereto or (iii) Liens in respect of Secured Debt, and
(b) no Event of Default has occurred and is continuing or will have occurred
and be continuing on the Drawdown Date, and no event has occurred or is
continuing which, with the giving of notice or lapse of time, or both, would
constitute an Event of Default.


In the event that the
Lenders shall not be obliged under the terms of the Credit Agreement to make
the above requested Advance (including, without limitation any such failure
resulting from the failure of the Borrower to satisfy a condition precedent set
forth in Section 4 of the Credit Agreement)(1), the Borrower shall indemnify
and hold fully harmless the Lenders or any of them, against any losses which
the Lenders or any of them, may sustain as a result of borrowing or agreeing to
borrow funds to meet the requested drawdown and the certificate of the






(1)          Insert the following in
the initial Drawdown Notice -- “or the failure of the Credit
Agreement to become effective”









 



relevant Lender shall, absent manifest error, be
conclusive and binding on the Borrower as to the extent of any such losses.


This Drawdown
Notice is effective upon receipt by you and shall be irrevocable.


	
  SEACOR HOLDINGS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 















 


EXHIBIT 3


FORM OF

LETTER OF CREDIT REQUEST


	
  No. ______(1)

  	
  Dated: [Date]

  



 


DnB NOR Bank ASA

New York Branch

200 Park Avenue

New York, NY 10016-0396


Attn.:      ____________


Ladies and
Gentlemen.


The undersigned, SEACOR
HOLDINGS INC., refers to the Revolving Credit Facility Agreement, dated
November _____, 2006 (as amended, modified or supplemented from time to
time, the “Credit Agreement”, the capitalized terms defined therein being used
herein as therein defined), made by and among (1) the undersigned, as the “Borrower”,
(2) DnB NOR Bank ASA (“DnB NOR”), Nordea Bank Norge ASA, Grand Cayman Branch (“Nordea”),
The Governor and Company of the Bank of Scotland (“Bank of Scotland”) and
Fortis Capital Corp., a corporation organized under the laws of the State of
Connecticut (“Fortis”), as mandated lead arrangers, (3) DnB NOR and
Nordea, as Bookrunners, (4) DnB NOR, as facility agent (the “Facility
Agent”), (5) Nordea, as syndication agent, (6) Bank of Scotland, as
structuring agent, (7) Fortis, as documentation agent, and (8) the
banks and financial institutions whose names and addresses are set out in
Schedule A to the Credit Agreement.


The undersigned hereby
requests that the Letter of Credit Issuer issue on behalf and for the account
of the undersigned a Letter of Credit on ________, ____ (the “Date of Issuance”)
in the aggregate amount of _____________. 
The requested Letter of Credit shall be denominated in ________.


The beneficiary of the
requested Letter of Credit will be ___________ and such Letter of Credit will
be in support of ____________(2) and will have a stated termination date of
________, ____.


The undersigned hereby
certifies that the following statements are true on the date hereof, and will
be on the Date of Issuance:


(a)                                  the
representations and warranties contained in Section 2 of the Credit Agreement
are and will be true and correct in all material respects, before and after
giving effect to the issuance of the Letter of Credit requested hereby, as
though made on the Date of Issuance, unless stated to relate to a specific
earlier date, in which case such representations and warranties shall be true
and correct in all material






(1)          Letter of Credit Request
Number.


(2)          Insert description of
the L/C Supportable Obligations to which this letter of Credit Request relates.









 



respects
as of such earlier date, except for changes in (i) the Vessels owned, (ii)
recorded liens relating thereto or (iii) Liens in respect of Secured Debt;  and


(b)                                 no
Event of Default has occurred and is continuing, or would result after giving
effect to the issuance of the Letter of Credit requested hereby.


Copies of all
documentation, if any, with respect to the supported transaction are attached
hereto.


	
  

  	
  SEACOR HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















EXHIBIT 4


FORM OF COMPLIANCE
CERTIFICATE


[Date]


DnB
NOR Bank ASA

200 Park Avenue, 31st Floor

New York, NY 10166


Enclosed, please find the
Compliance Certificate required to be delivered under the Credit Facility
Agreement, dated November ___, 2006 relating to our $300,000,000 credit
facility.  The following information has
been assembled from the attached financial statements, dated [Date].  The brief
section descriptions outlined below serves to summarize the full text and
should there be any conflict in the interpretation of the text used herein and
in the Credit Facility Agreement, the latter shall govern (‘000’ have been
omitted in all dollar amounts below). 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Compliance

  	
   

  	
   

  
	
  Section 3.6 Foreign Currency
  Advances - Max. 50% of Amount:

  	
   

  	
   

  	
   

  	
  (yes/no/n.a.)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  British Pound Advances:

  	
   

  	
  •   [GBP]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [$exchange rate]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [$equivalent]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EuroAdvances:

  	
   

  	
  •   [€]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [$exchange rate]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [$equivalent]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Singapore Dollar Advances:

  	
   

  	
  •   [SGD]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [$exchange rate]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •   [$equivalent]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Foreign Currency

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances (in $  terms):

  	
   

  	
  •   [A]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Foreign

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Currency Advances

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Allowed

  	
   

  	
  $ • [B][50%
  of Facility]

  	
   

  	
   

  



 









 



 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repayment required:

  	
   

  	
  None [A - B]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1(a)(iv) Board of
  Directors and Section 9.1(l)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change of Control of SEACOR
  Holdings Inc.:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR Holdings may not suffer
  any change of control, as defined.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The current members of the
  Board of Directors are (any change from previous

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  list to be noted):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 2
 






 



 


	
  

  	
   

  	
   

  	
   

  	
  Compliance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (yes/no/n.a.)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1 (a)(vi)(a) Annual
  Financial Statements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  As soon as available but no
  later than 90 days after the end

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  of each fiscal year as audited
  by an Acceptable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounting Firm. Together with
  a Compliance Certificate.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1 (a)(vi)(b)
  Quarterly Financial Statements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  As soon as available but no
  later than 60 days of the end of

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  each fiscal quarter. Together
  with a Compliance Certificate.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1 (a)(xvi) Funded
  Debt / Total Capitalization:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum of 50%. Total
  Capitalization includes Funded Debt

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  and Consolidated Net Worth.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Funded Debt:

  	
   

  	
  $ • [A]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATED NET WORTH:

  	
   

  	
  $ • [B]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Capitalization:

  	
   

  	
  $ • [A+B]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ratio:

  	
   

  	
  • [A/A+B]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1 (a)(xvii) Secured
  Debt / Total Capitalization:

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Secured Debt: on a
  consolidated basis, the aggregate of any

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness secured or
  collateralized by a Lien

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum 25%.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior Debt:

  	
   

  	
  $ • [A]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Capitalization:

  	
   

  	
  $ • [B]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ratio:

  	
   

  	
    • [A/B]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 3
 






 



 


	
  

  	
   

  	
   

  	
   

  	
  Compliance

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (yes/no/n.a.)

  	
   

  	
   

  
	
  Section 10.1 (a)(xviii)
  Interest Coverage Ratio:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain on a consolidated
  basis (a) EBITDA

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  
	
  divided by (b) interest
  payments (including interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  attributable to capitalized
  leases) made during the

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  four (4) fiscal quarters
  preceding the date on

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  which such ratio is determined
  at ratio of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  not less than 3.0 to 1.0.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA (LAST 12 MONTHS)

  	
   

  	
  $ • [A]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST PAYMENTS (LAST

  	
   

  	
  $ • [B]

  	
   

  	
   

  	
   

  	
   

  
	
  4 QUARTERS)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTEREST COVERAGE RATIO:

  	
   

  	
    • [A/B]

  	
   

  	
   

  
	
  Section 10.1(b)(x) Limitations
  on Investments in Joint Venture

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  
	
  Will not make, and will not
  permit any Subsidiary to make,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  any Investment in any Joint
  Venture except if such Investment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  does not exceed 30% of the
  Total Capitalization, and

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  except as otherwise provided
  in Section [10.1(b)(a)(xviii)]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INVESTMENT

  	
   

  	
  $ • [A]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CAPITALIZATION

  	
   

  	
  $ • [B]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERCENTAGE OF INVESTMENT

  	
   

  	
    • [(A/B)
  * 100]

  	
   

  	
   

  
	
  TO TOTAL CAPITALIZATION

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 4
 






 



 


	
  

  	
   

  	
   

  	
   

  	
  Compliance

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (yes/no/n.a.)

  	
   

  	
   

  
	
  Section 10.1(b)(xi)
  Limitations on Indebtedness

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Will not incur, and shall
  procure that the Subsidiaries will not incur,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  any Indebtedness, except as
  otherwise provided in Section

  	
   

  	
   

  	
   

  	
  •

  	
   

  	
   

  
	
  10.1(b)(xi), and except
  Indebtedness may be incurred so long

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  as Seacor is in compliance
  with Sections 10.1(a)(xvi), (xvii), (xviii)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  and (xviii); and provided that
  the aggregate of Subsidiary Funded

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Debt of each of the
  Subsidiaries, when added together, shall not

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  exceed 30% of the Total
  Capitalization of the Borrower on a

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  consolidated basis; provided,
  further, that when aggregating any

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary Funded Debt, it is
  done as provided in Section

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1(b)(xi)(e)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AGGREGATE SUBSIDIARY

  	
   

  	
  $ • [A]

  	
   

  	
   

  	
   

  	
   

  
	
  FUNDED DEBT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CAPITALIZATION

  	
   

  	
  $ • [B]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERCENTAGE OF AGGREGATE

  	
   

  	
    • [(A/B)
  * 100]

  	
   

  	
   

  
	
  SUBSIDIARY FUNDED DEBT TO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CAPITALIZATION

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To the best of my knowledge
  there are currently no outstanding defaults under the Loan

  	
   

  	
   

  	
   

  	
   

  
	
  Agreement and the related
  documentation excerpt as expressly outlined below:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Very truly yours,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEACOR HOLDINGS INC.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: ____________________

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 5















EXHIBIT 5


FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT


ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “Agreement”), dated as of                         ,
           between [NAME  OF  ASSIGNOR], a [bank/corporation]
organized under the laws of [JURISDICTION  OF  INCORPORATION  OF  ASSIGNOR] (the “Assignor”),
and [NAME  OF
ASSIGNEE], a [bank/corporation]
organized under the laws of [JURISDICTION  OF  INCORPORATION  OF  ASSIGNEE] (the “Assignee”),
supplemental to:


(A) that
certain Revolving Credit Facility Agreement, dated as of November __, 2006
(as amended, restated, modified or supplemented from time to time, together the
“Credit Agreement”), made by and among (1) Seacor Holdings Inc. (“the Borrower”),
(2) DnB NOR Bank ASA (“DnB NOR”), Nordea Bank Norge ASA, Grand Cayman Branch (“Nordea”),
The Governor and Company of the Bank of Scotland (“Bank of Scotland”) and
Fortis Capital Corp., a corporation organized under the laws of the State of
Connecticut (“Fortis”), as mandated lead arrangers, (3) DnB NOR and
Nordea, as Bookrunners, (4) DnB NOR, as facility agent (the “Facility
Agent”), (5) Nordea, as syndication agent, (6) Bank of Scotland, as
structuring agent, (7) Fortis, as documentation agent, and (8) the
banks and financial institutions whose names and addresses are set out in
Schedule A to the Credit Agreement , pursuant to which the Lenders agreed
to make available to the Borrower a reducing revolving credit facility (the “Credit
Facility”) in the maximum principal amount which may be outstanding at any time
(in Advances and/or Letters of Credit) of Three Hundred Million Dollars
($300,000,000) (with a request for such amount to be increased up to Four
Hundred Fifty Million Dollars ($450,000,000, as provided in the Credit
Agreement) or the equivalent in Pounds Sterling, Euros, Singapore Dollars or
any combination thereof; provided, however, that at no time may the amount of
outstanding Letters of Credit be  in
excess of Two Hundred Million Dollars ($200,000,000); and]


(B) each
promissory note made by the Borrower payable to the order of each Lender dated
November          , 2006
(collectively, the “Notes”) evidencing the Advances under the Credit Agreement.


Except as otherwise defined
herein, terms defined in the Credit Agreement have the same meaning when used
herein.


In consideration of the
premises and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


1.             The Assignor hereby sells, transfers and assigns to the
Assignee •% of the Assignor’s right, title and interest in, to and under the:
(a) the Credit Agreement, (b) the Notes (including, without
limitation, its interest in the indebtedness evidenced by the Notes) and (c)
the 









 



Letters
of Credit.  Simultaneously herewith, the
Assignee shall pay to the Assignor an amount equal to the purchase price agreed
between them in a separate writing.


2.             The Assignee hereby assumes •% of the obligations of the
Assignor under the Credit Agreement and shall hereafter be a “Lender” for all
purposes of the Credit Agreement and the Notes and a “Letter of Credit
Participant” for purposes of the Letters of Credit, the Assignee’s Commitment
thereunder being $• in respect of the Credit Facility.


3.             The [Assignor] [Assignee] shall pay an administrative
fee of Five Thousand Dollars ($5,000) to the Facility Agent to reimburse the
Facility Agent for its cost in processing the assignment and assumption herein
contained.


4.             If it is not a U.S. person, the Assignee shall, on or
prior to the date hereof and from time to time thereafter when required by
applicable provisions of the United States Internal Revenue Code, provide the
Borrower with two duly completed copies of Internal Revenue Service Form W-
8BEN or W-8ECI, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that the Assignee is entitled to benefits
under an income tax treaty to which the United States is a party that exempts
withholding tax on payments under the Credit Agreement and the Notes or
certifying that the income receivable pursuant to the Credit Agreement or the
Notes is effectively connected with the conduct of a trade or business in the
United States.


5.             The Assignee irrevocably designates and appoints the
Agent as its agent, and irrevocably authorizes the Agent, to take such action
on its behalf and to exercise such powers on its behalf under the Credit
Agreement and under the Notes, each as supplemented hereby, as are delegated to
the Agent by the terms of each thereof, together with such powers as are
reasonably incidental thereto all as provided in Section 16 of the Credit
Agreement.


6.             The Assignor makes no representation or warranty in
connection with, and shall have no responsibility with respect to, the
solvency, financial condition or statements of the Borrower, or the validity
and enforceability of the obligations of the Borrower in respect of the Credit
Agreement or the Notes.  The Assignee
acknowledges that it has, independently and without reliance on the Assignor or
the Agent, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the Borrower.


7.             Every notice or demand under this Agreement shall be in
writing and may be given by telecopy and shall be sent (with a copy to the
Agent) as follows:


If to the Assignor:


	
  

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
  [ADDRESS]

  
	
   

  	
  Telecopy No.:

  
	
   

  	
  Attention:

  



 



 2
 






 



 


If to the Assignee::


 


	
  

  	
  [NAME
  OF ASSIGNEE]

  
	
   

  	
  [ADDRESS]

  
	
   

  	
  Telecopy No.:

  
	
   

  	
  Attention:

  



 


If to the Facility Agent:


 


	
  

  	
  200 Park Avenue

  
	
   

  	
  New York, New
  York 10166-0396

  
	
   

  	
  Telecopy No.
  212-681-3900

  
	
   

  	
  Attention: Kevin
  O’Hara

  



 


Any notice sent by telecopy
shall be confirmed by letter dispatched as soon as possible thereafter.  The Assignee
designates its address given above as its address for notices pursuant to
Section 17.2 of the Credit Agreement.


8.             EACH OF THE ASSIGNOR AND
THE ASSIGNEE HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.


9.             THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


10.           This Agreement may be executed in several counterparts
with the same effect as if the parties executing such counterparts executed one
agreement as of the date hereof and each counterpart when executed and
delivered shall be deemed to be an original and all of such counterparts
together shall constitute this Agreement.



 3
 






 



 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	
  [NAME OF ASSIGNOR] 

  	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title: 

  	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title: 

  	
   

  	
   

  	
  Title: 

  



 


Consented and Agreed this

            day of                         ,
         :


 


	
  SEACOR HOLDINGS INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DNB NOR BANK, ASA,

  	
   

  	
   

  	
   

  
	
  as Facility Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  	
   

  



 



 4