Exhibit 4.2


 


Execution Copy


 


$200,000,000


 


SEACOR Holdings Inc.


 


2.875% Convertible Senior Debentures due
December 15, 2024


 


REGISTRATION
RIGHTS AGREEMENT


 


December 17, 2004


 


Credit Suisse First Boston LLC


Eleven Madison Avenue


New York, New York 10010-3629


 


Ladies and Gentlemen:


 


SEACOR Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First
Boston LLC (the “Initial Purchaser”), upon the
terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $200,000,000 aggregate principal
amount (plus up to an additional $50,000,000 principal amount pursuant to an
option granted thereunder) of its 2.875% Convertible Senior Debentures due
December 15, 2024 (the “Debentures”).  The Debentures will be convertible into
shares of Underlying Common Stock, par value $0.01 per share, of the Company
(the “Underlying Common Stock”) at
the conversion price set forth in the Offering Circular dated December 8, 2004.  The Debentures will be issued pursuant to an
Indenture, dated as of December 17, 2004 (the “Indenture”),
between the Company and U.S. Bank National Association, as trustee (the “Trustee”).  As an
inducement to the Initial Purchaser to enter into the Purchase Agreement, the
Company agrees with the Initial Purchaser, for the benefit of (i) the Initial
Purchaser and (ii) the holders of the Debentures and the Underlying Common
Stock issuable upon conversion of the Debentures (collectively, the “Securities”) from time to time until such
time as such Securities have been sold pursuant to a Shelf Registration
Statement (as defined below) (each of the forgoing a “Holder” and collectively the “Holders”), as follows:


 


1.                                       Shelf Registration. 
(a)  The Company shall, at its
cost, prepare and, as promptly as practicable (but in no event more than 100
days after so required or requested pursuant to this Section 1) file with
the Securities and Exchange Commission (the “Commission”)
and thereafter use its reasonable best efforts to cause to be declared effective
as soon as practicable, but not later than 180 days after the first date of
original issuance of the Debentures, a registration statement on Form S-3 (the
“Shelf Registration  Statement”
relating to the offer and sale of the Transfer Restricted Securities (as
defined in Section 5 hereof) by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) (hereinafter, the “Shelf Registration”); provided, however, that no Holder
(other than the Initial Purchaser) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder.


 


(b)                                 The
Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included
therein (the “Prospectus”) to be lawfully
delivered by the Holders of the relevant Securities, for a period of two years
(or for such longer period if extended pursuant to Section 2(h) below)
from the date of its effectiveness or such shorter period that will terminate
when all the Securities covered by the Shelf Registration Statement (i) have
been sold pursuant thereto or (ii) are no longer restricted securities (as
defined in Rule 144(k) under the Securities Act, or any successor
rule thereof), assuming for this purpose that the Holders thereof are not
affiliates of the Company (in any such case, such period being called the “Shelf Registration Period”).  The Company shall be deemed not to have used
its reasonable best efforts to keep


 





















 


the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not being
able to offer and sell such Securities during that period, unless such action
is (i) required by applicable law or (ii) taken by the Company in good faith
and contemplated by Section 2(b)(v) below, and the Company thereafter complies
with the requirements of Section 2(h).


 


(c)                                  Notwithstanding
any other provisions of this Agreement to the contrary, the Company shall cause
the Shelf Registration Statement and the Prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission and (ii) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the case of the Prospectus
in light of the circumstances under which they were made, not misleading.


 


2.                                       Registration Procedures. 
In connection with the Shelf Registration contemplated by Section 1
hereof, the following provisions shall apply:


 


(a)                                  The
Company shall (i) furnish to the Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Shelf Registration Statement and
each amendment thereof and each supplement, if any, to the Prospectus and, in
the event that the Initial Purchaser (with respect to any portion of an unsold
allotment from the original offering of the Debentures) is participating in the
Shelf Registration Statement, shall use its reasonable best efforts to reflect
in each such document, when so filed with the Commission, such comments as the
Initial Purchaser reasonably may propose, and (ii) include the names of
and other information that is required to be disclosed with respect to the
Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling securityholders and who have timely delivered to the
Company the information required by Section 2(l) hereof.


 


(b)                                 The
Company shall give written notice to the Initial Purchaser and to the Trustee
for the benefit of the Holders of the Securities (which notice pursuant to
clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made):


 


(i)                                     when
the Shelf Registration Statement or any amendment thereto has been filed with
the Commission and when the Shelf Registration Statement or any post-effective
amendment thereto has become effective;


 


(ii)                                  of
any request by the Commission for amendments or supplements to the Shelf
Registration Statement or the prospectus included therein or for additional
information;


 


(iii)                               of the issuance by the
Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement or the initiation of any proceedings for that purpose;


 


(iv)                              of
the receipt by the Company or its legal counsel of any notification with
respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and


 


(v)                                 of
the happening of any event that requires the Company to make changes in the
Shelf Registration Statement or the Prospectus in order that the Shelf
Registration Statement or the Prospectus does not contain an untrue statement
of a material fact nor omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not
misleading.


 


(c)                                  The
Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Shelf
Registration Statement.


 


(d)                                 The
Company shall furnish to each Holder of Securities included within the coverage
of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment


 


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thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference in the Shelf Registration Statement).


 


(e)                                  The
Company shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the Prospectus (including each preliminary
prospectus) included in the Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request.  The Company consents, subject to the
provisions of this Agreement, to the use of the Prospectus or any supplement
thereto by each of the selling Holders of the Securities in connection with the
offering and sale of the Securities covered by the Prospectus, or any
supplement thereto, included in the Shelf Registration Statement.


 


(f)                                    Prior
to any public offering of the Securities pursuant to the Shelf Registration
Statement, the Company shall register or qualify or cooperate with the Holders
of the Securities included therein and one counsel designated by them in
connection with the registration or qualification of the Securities for offer
and sale under the securities or “blue sky” laws of such states of the United
States as any Holder of the Securities reasonably requests in writing and do
any and all other acts or things reasonably necessary or advisable to enable
the offer and sale in such jurisdictions of the Securities covered by such
Registration Statement; provided, however, that the Company shall not be required to
(i) qualify generally to do business in any jurisdiction where it is not
then so qualified or (ii) take any action which would subject it to
general service of process or to taxation in any jurisdiction where it is not
then so subject.


 


(g)                                 The
Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to
be sold pursuant to any Shelf Registration Statement free of any restrictive
legends and in such denominations and registered in such names as the Holders
may request a reasonable period of time prior to sales of the Securities
pursuant to the Shelf Registration Statement.


 


(h)                                 Upon
the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 2(b) above during the period for which the Company is required to
maintain an effective Shelf Registration Statement, the Company shall, as soon
as practicable, prepare and file a post-effective amendment to the Shelf
Registration Statement or a supplement to the Prospectus and any other required
document so that, as thereafter delivered to Holders or purchasers of the
Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.  If
the Company notifies the Initial Purchaser and the Holders in accordance with
paragraphs (ii) through (v) of Section 2(b) above to suspend the use
of the Prospectus until the requisite changes to the Prospectus have been made,
then the Initial Purchaser and the Holders shall suspend use of such
prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 1(b) above shall be extended by the number of days
from and including the date of the giving of such notice to and including the
date when the Initial Purchaser and the Holders shall have received such
supplemented Prospectus pursuant to this Section 2(h).


 


(i)                                     Not
later than the effective date of the Shelf Registration Statement, the Company
will provide to the Trustee CUSIP numbers for the Debentures and the Underlying
Common Stock registered under the Shelf Registration Statement, and provide the
Trustee with printed certificates, free of any restrictive legends, for the
Debentures, in a form eligible for deposit with The Depository Trust Company.


 


(j)                                     The
Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Shelf Registration and will
make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later
than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Shelf Registration
Statement, which statement shall cover such 12-month period.


 


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(k)                                  The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended, (the “Trust Indenture
Act”) in a timely manner and containing such changes, if any, as
shall be necessary for such qualification. 
In the event that such qualification would require the appointment of a
new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


 


(l)                                     The
Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to
time reasonably require for inclusion in the Shelf Registration Statement, and
the Company may exclude from such registration the Securities of any Holder
that fails to furnish such information within a reasonable time after receiving
such request.  After the Shelf
Registration Statement has become effective, the Company shall (A) at the end
of each fiscal quarter in which information regarding a Holder whose Securities
are not registered is delivered to the Company, prepare and file with the
Commission (x) a supplement to the Prospectus following such fiscal quarter or,
if required by applicable law, a post-effective amendment to the Shelf
Registration Statement or an additional Shelf Registration Statement, in each
case as promptly as practicable after the filing of the Form 10-K or Form 10-Q,
as applicable, of the Company following such fiscal quarter and (y) any other
document required by applicable law, so that the Holder is named as a selling
securityholder in a Shelf Registration Statement and is permitted to deliver
the Prospectus to purchasers of such Holder’s Securities in accordance with
applicable law, and (B) if the Company shall file a post-effective amendment to
the Shelf Registration Statement, or an additional Shelf Registration
Statement, use its reasonable best efforts to cause such post-effective
amendment or such additional Shelf Registration Statement to become effective
under the Securities Act as promptly as is practicable.


 


(m)                               The
Company shall enter into such customary agreements (including, if requested in connection
with an Underwritten Offering, as defined below, an underwriting agreement in
customary form) and take all such other actions, if any, as any Holder shall
reasonably request in order to facilitate the disposition of the Securities
pursuant to the Shelf Registration.


 


(n)                                 In
connection with an underwritten offering for the resale of Securities
representing at least $25 million (an “Underwritten Offering”) , the Company
shall (i) make reasonably available for inspection by the Holders, any
underwriter participating in any disposition pursuant to the Shelf Registration
Statement and any attorney, accountant or other agent retained by the Holders
or any such underwriter, all relevant financial and other records, pertinent
corporate documents and properties of the Company and (ii) cause the
Company’s officers, directors, employees, and use its reasonable best efforts
to cause the Company’s accountants and auditors, to supply all relevant
information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary to enable such
persons to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf
of the Initial Purchaser by you and on behalf of the other parties, by one
counsel designated by and on behalf of such other parties as described in Section 3
hereof.


 


(o)                                 In
connection with an Underwritten Offering, the Company, if requested by the
managing underwriter(s) of such Underwritten Offering, shall cause (i) its
counsel to deliver an opinion and updates thereof relating to the Securities in
customary form addressed to such managing underwriter(s) and, upon the request
of a Holder of Securities covered by the Shelf Registration Statement, such
Holder, and dated, in the case of the initial opinion, the effective date of
such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion may contain customary assumptions, qualifications and
exceptions and may include, without limitation, the good standing of the
Company and certain of its subsidiaries; the qualification of the Company and
its subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 2(m) hereof; the due authorization, execution, and
issuance, and the validity and enforceability, of the Securities; the absence
of material legal or governmental proceedings involving the Company and its
subsidiaries; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the offering and sale of the
Securities, or any agreement of the type referred to in Section 2(m)
hereof; the material compliance as to form of the Shelf Registration Statement
and any documents incorporated by reference therein and of the Indenture with
the requirements of the Securities Act and the Trust Indenture Act,
respectively; and, as of the date of the opinion and as of the effective date
of the Shelf Registration


 


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Statement or most recent post-effective amendment
thereto, as the case may be, the absence from the Shelf Registration Statement
and the prospectus included therein, as then amended or supplemented, and from
any documents incorporated by reference therein of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such incorporated documents, in the light of the circumstances
existing at the time that such documents were filed with the Commission under
the Exchange Act of 1934, as amended (the “Exchange
Act”)); (ii) its officers to execute and deliver all customary
documents and certificates and updates thereof reasonably requested by such managing
underwriter(s) and (iii) its independent public accountants and the
independent public accountants with respect to any other entity for which
financial information is provided in the Shelf Registration Statement, to
provide to such managing underwriter(s) and, upon the request of a Holder of
Securities covered by the Shelf Registration Statement, such Holder, a comfort
letter in customary form and covering matters of the type customarily covered
in comfort letters in connection with underwritten offerings, subject to
receipt of appropriate documentation as contemplated, and only if permitted, by
Statement of Auditing Standards No. 72.


 


(p)                                 In
connection with an Underwritten Offering, the Company will use its reasonable
best efforts to (a) if the Debentures have been rated prior to the initial
sale of such Debentures, confirm such ratings will apply to the Securities
covered by a Shelf Registration Statement, or (b) if the Debentures were
not previously rated, cause the Securities covered by a Shelf Registration
Statement to be rated with the appropriate rating agencies, if so requested by
holders of a majority in aggregate principal amount of Securities covered by
the Shelf Registration Statement, or by the managing underwriters, if any.


 


(q)                                 In
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the Conduct Rules (the “Rules”) of the
National Association of Securities Dealers, Inc. (“NASD”))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the
requirements of such Rules, including, without limitation, by (i) if such
Rules, including Rule 2720, shall so require, engaging a “qualified
independent underwriter” (as defined in Rule 2720) to participate in the
preparation of the Shelf Registration Statement relating to such Securities, to
exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules.


 


(r)                                    The
Company shall use its reasonable best efforts to take all other steps necessary
to effect the registration of the Securities covered by a Shelf Registration
Statement contemplated hereby.


 


3.                                       Registration Expenses. 
(a)  All expenses incident to the
Company’s performance of and compliance with this Agreement will be borne by
the Company, regardless of whether a Shelf Registration Statement is ever filed
or becomes effective, including without limitation;


 


(i)                                     all
registration and filing fees and expenses;


 


(ii)                                  all
fees and expenses of compliance with federal securities and state “blue sky” or
securities laws;


 


(iii)                               all expenses of printing
(including printing certificates for the Securities to be issued and printing
of Prospectuses), messenger and delivery services;


 


(iv)                              all
fees and disbursements of counsel for the Company;


 


(v)                                 all
application and filing fees in connection with listing the Securities on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; and


 


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(vi)                              all
fees and disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or
incident to such performance).


 


The Company will bear its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any person, including special
experts, retained by the Company.


 


(b)                                 In
connection with the Shelf Registration Statement required by this Agreement,
the Company will reimburse the Initial Purchaser and the Holders of Securities
covered by the Shelf Registration Statement, for the reasonable fees and
disbursements of not more than one counsel, designated by the Holders of a
majority in principal amount of the Securities covered by the Shelf
Registration Statement (provided that Holders of Underlying Common Stock issued
upon the conversion of the Debentures shall be deemed to be Holders of the
aggregate principal amount of Debentures from which such Underlying Common
Stock was converted) to act as counsel for the Holders in connection therewith.


 


4.                                       Indemnification. 
(a)  The Company agrees to
indemnify and hold harmless each Holder and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Exchange Act (each
Holder, and such controlling persons are referred to collectively as the “Holder  Indemnified  Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including,
but not limited to, any losses, claims, damages, liabilities or actions
relating to purchases and sales of the Securities) to which each Holder
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Shelf Registration Statement or Prospectus
including any document incorporated by reference therein, or in any amendment
or supplement thereto or in any preliminary prospectus relating to the Shelf
Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse,
as incurred, the Holder Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action in respect thereof; provided, however,
that (i) the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Shelf Registration Statement or Prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to the Shelf
Registration in reliance upon and in conformity with written information
pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein and (ii) with respect to any
untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus relating to the Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to
the benefit of any Holder from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the
extent that a prospectus relating to such Securities was required to be
delivered by such Holder under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder results
from the fact that there was not sent or given to such person, at or prior to
the written confirmation of the sale of such Securities to such person, a copy
of the final prospectus if the Company had previously furnished copies thereof
to such Holder; provided further, however,
that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Holder Indemnified Party.  The Company shall also indemnify
underwriters, their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders, in which case the provisions of this
Section 4 shall apply to any such persons to the same extent as provided
herein with respect to Holder.


 


(b)                                 Each
Holder, severally and not jointly, will indemnify and hold harmless the
Company, its officers and directors and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act
(collectively, the “Company Indemnified Parties,” and together with the Holder
Indemnified Parties, the “Indemnified Parties”) from and against any losses,
claims, damages or liabilities or any actions in respect thereof, to which any
such Company Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any


 


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untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or Prospectus or in
any amendment or supplement thereto or in any preliminary prospectus relating to
the Shelf Registration, or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or omission or alleged untrue statement or omission was made
in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company for any legal
or other expenses reasonably incurred by the Company or any such controlling
person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof. 
This indemnity agreement will be in addition to any liability which such
Holder may otherwise have to the Company or any of its controlling persons.


 


(c)                                  Promptly
after receipt by an Indemnified Party under this Section 4 of notice of
the commencement of any action or proceeding (including a governmental
investigation), such Indemnified Party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 4, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve it from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an Indemnified Party otherwise than under subsection (a) or (b)
above.  In case any such action is
brought against any Indemnified Party, and such Indemnified Party notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such Indemnified Party (who
shall not, except with the consent of the Indemnified Party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
Indemnified Party of its election so to assume the defense thereof the
indemnifying party will not be liable to such Indemnified Party under this
Section 4 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such Indemnified Party in connection
with the defense thereof.  No
indemnifying party shall, without the prior written consent of the Indemnified Party,
effect any settlement of any pending or threatened action in respect of which
any Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party unless such settlement (i)
includes an unconditional release of such Indemnified Party from all liability
on any claims that are the subject matter of such action, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any Indemnified Party.


 


(d)                                 If
the indemnification provided for in this Section 4 is unavailable or
insufficient to hold harmless an Indemnified Party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a)
or (b) above in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and the Indemnified Party
on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities (or actions in respect thereof) as
well as any other relevant equitable considerations.  The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other Indemnified Party, as the case may be, on the
other, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount paid by an Indemnified Party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding any
other provision of this Section 4(d), the Holders shall not be required to
contribute any amount in excess of the amount by which the net proceeds
received by such Holders from the sale of the Securities pursuant to the Shelf
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each
person, if any, who controls such Indemnified Party within the meaning of the
Securities Act or


 


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the Exchange Act shall have the same rights to
contribution as such Indemnified Party and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Company.


 


(e)                                  The
agreements contained in this Section 4 shall survive the sale of the
Securities pursuant to the Shelf Registration Statement and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any Indemnified Party.


 


5.                                       Additional Interest and Additional Amounts Under Certain Circumstances.  (a)  (a)  Additional
interest as specified in this Section 5 (the “Additional  Interest”)
with respect to the Debentures and additional amounts as specified in this
Section 5 (the “Additional Amounts”)
with respect to Underlying Common Stock issued upon conversion of Debentures
shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iv) below being herein called a “Registration Default”):


 


(i)                                     the
Shelf Registration Statement has not been filed with the Commission by the 100th
day after the first date of original issuance of the Debentures;


 


(ii)                                  the
Shelf Registration Statement has not been declared effective by the Commission
by the 180th day after the first date of original issue of the
Debentures;


 


(iii)                               the Shelf Registration
Statement is declared effective by the Commission but (A) the Shelf
Registration Statement thereafter ceases to be effective or (B) the Shelf
Registration Statement or the Prospectus ceases to be lawfully delivered by Holders
in connection with resales of Transfer Restricted Securities (as defined below)
during the periods specified herein because either (1) any event occurs as
a result of which the Prospectus forming part of such Shelf Registration
Statement would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein in the light
of the circumstances under which they were made not misleading, or (2) it
shall be necessary to amend such Shelf Registration Statement or supplement the
related prospectus, to comply with the Securities Act or the Exchange Act or
the respective rules thereunder; or


 


(iv)                              the
Company has failed to timely comply with any of its obligations set forth in
Section 2(l) hereof.


 


Each of the foregoing
will constitute a Registration Default whatever the reason for any such event
and whether it is voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of any action or
inaction by the Commission.


 


Additional Interest shall accrue on the Debentures
over and above the interest set forth in the title of the Debentures from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all such Registration Defaults have been cured, at
a rate of 0.50% per annum (the “Additional Interest Rate”)
and Additional Amounts shall accumulate on any Underlying Common Stock issued
upon conversion of Debentures at an equivalent rate (the “Additional Amounts Rate”).


 


(b)                                 After
the effectiveness of the initial Shelf Registration Statement, the Company may
suspend the availability of any Shelf Registration Statement and the use of any
prospectus by written notice to the Holders for a period or periods not to
exceed an aggregate of 45 calendar days in any 90-calendar day period, and not
to exceed 90 calendar days in any twelve-month period (each such period, a “Deferral Period”) without incurring
Additional Interest or Additional Amounts if:


 


(i)                                     an
event has occurred and is continuing as a result of which the Shelf
Registration Statement would, in the Company’s reasonable judgment, contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and


 


8





















 


(ii)                                  the
Company determines in good faith that the disclosure of such event at such time
would have a material adverse effect on the Company and its subsidiaries taken
as a whole and is not otherwise then required by law to be disclosed;


 


provided, that in
the event the disclosure relates to a proposed or pending material business
transaction that is previously not disclosed publicly, the disclosure of which
would, in the Company’s judgment, impede the Company’s ability to consummate
such transaction, the Company may extend a Deferral Period from 45 calendar
days to 60 calendar days in any 90-day calendar day period without incurring
Additional Interest or Additional Amounts; provided,
however, that any such extension of a Deferral Period shall be
included in calculating the 90 calendar days referred to above.


 


(c)                                  Any
amounts of Additional Interest due on the Debentures pursuant to
Section 5(a) will be payable in cash on the regular interest payment dates
with respect to the Debentures.  Any Additional Amounts due on Underlying
Common Stock issued upon conversion of Debentures pursuant to Section 5(a)
will be payable in cash on any regular dividend payment date or if no dividend
is otherwise payable on Underlying Common Stock, on the regular interest
payment dates with respect to the Debentures. 
With respect to the Debentures, the amount of Additional Interest will
be determined by multiplying the applicable Additional Interest Rate by the
principal amount of the Debentures, further multiplied by a fraction, the
numerator of which is the number of days such Additional Interest Rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360. 
With respect to Underlying Common Stock issued upon conversion of Debentures,
the Additional Amounts payable per share of Underlying Common Stock will be
determined by multiplying the applicable Additional Amounts Rate by the
Applicable Conversion Price, further multiplied by a fraction, the numerator of
which is the number of days such Additional Amounts Rate was applicable during
such period (determined on the basis of a 360-day year comprised of twelve
30-day months), and the denominator of which is 360.


 


(d)                                 “Transfer Restricted Securities” means the Debentures until
such Debentures have been converted into the Underlying Common Stock and, at
all times subsequent to any such conversion, the Underlying Common Stock and
any securities into or for which such Underlying Common Stock has been
converted or exchanged, and any security issued with respect thereto upon any
stock dividend, split or similar event until, in the case of any such security
the earliest of (i) its resale in accordance with the Shelf Registration
Statement, (ii) expiration of the holding period that would be applicable
thereto under Rule 144(k) to a sale by a non-affiliate of the Company, and
(iii) its sale to the public pursuant to Rule 144 (or any similar provision
then in force, but not Rule 144A) under the Securities Act.


 


(e)                                  Applicable Conversion Price” means, as of
any date of determination, $1,000 divided by the Conversion Rate (as defined in
the Indenture) then in effect as of the date of determination or, if no
Debentures are then outstanding, the Conversion Rate that would have been in
effect were the Debentures then outstanding.


 


6.                                       Rules 144 and 144A. 
The Company shall use its reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder, make publicly available other
information so long as necessary to permit sales of their securities pursuant
to Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Transfer Restricted Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)).  The Company will provide a copy of this
Agreement to prospective purchasers of Securities identified to the Company by
the Initial Purchaser upon request.  Upon
the request of any Holder, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in
this Section 6 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act.


 


7.                                       Underwritten Registrations. 
If any of the Transfer Restricted Securities covered by the Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
will be selected by the holders of a majority in aggregate principal amount


 


9





















 


of such Transfer Restricted Securities to be included in such offering;
provided that holders of
Underlying Common Stock issued upon conversion of the Debentures shall not be
deemed holders of Underlying Common Stock, but shall be deemed to be holders of
the aggregate principal amount of Debentures from which such Underlying Common
Stock was converted.


 


No person may participate in any underwritten offering
hereunder unless such person (i) agrees to sell such person’s Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


 


8.                                       Miscellaneous.


 


(a)                                  Remedies.  The Company
acknowledges and agrees that any failure by the Company to comply with its
obligations under Section 1 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchaser
or any Holder may obtain such relief as may be required to specifically enforce
the Company’s obligations under Sections 1 hereof.  The Company further agrees to waive the
defense in any action for specific performance that a remedy at law would be adequate.


 


(b)                                 No Inconsistent Agreements. 
The Company will not on or after the date of this Agreement enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s securities under any
agreement in effect on the date hereof.


 


(c)                                  Amendments and Waivers.  The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
except by the Company and the written consent of the holders of a majority in
principal amount of the Securities affected by such amendment, modification,
supplement, waiver or consents (provided that holders of Underlying Common
Stock issued upon conversion of Debentures shall not be deemed holders of
Underlying Common Stock, but shall be deemed to be holders of the aggregate
principal amount of Debentures from which such Underlying Common Stock was
converted).  Without the consent of the
Holder of each Initial Security, however, no modification may change the
provisions relating to the payment of Additional Interest.


 


(d)                                 Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:


 


(1)                                  if
to a Holder of the Securities, to the Trustee for the benefit of such Holder
or, if applicable, at the most current address given by such Holder to the
Company.


 


(2)                                  if
to the Initial Purchaser;


 


Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.:  (212) 325-4296

Attention:  IBD Legal Department


 


10





















 


with a copy to:


 


Vinson & Elkins L.L.P.

666 Fifth Avenue

New York, New York  10103

Attn:  Allan D. Reiss


 


(3)                                  if
to the Company, at its address as follows:


 


SEACOR Holdings Inc.

460 Park Avenue, 12th Floor

New York, New York  10022


 


with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York  10153

Attn:  Rod D. Miller


 


All such notices and communications shall be deemed to
have been duly given:  at the time
delivered by hand, if personally delivered; three business days after
being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by recipient’s facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.


 


(e)                                  Third Party
Beneficiaries.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.


 


(f)                                    Successors and Assigns.  This
Agreement shall be binding upon the Company and its successors and assigns.


 


(g)                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)                                     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.


 


By the execution and delivery of this Agreement, the
Company submits to the nonexclusive jurisdiction of any federal or state court
in the State of New York.


 


(j)                                     Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k)                                  Securities Held by the Company. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities is required hereunder, Securities held by the
Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason


 


11





















 


of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


 


[The
remainder of this page is intentionally left blank]


 


12





















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement between the Initial Purchaser and the Company
in accordance with its terms.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  SEACOR Holdings Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall Blank

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[Signature
Page to Registration Rights Agreement]


 





















 


The foregoing Registration


Rights Agreement is hereby confirmed


and accepted as of the date first


above written.


 


CREDIT SUISSE FIRST BOSTON LLC


 


 


	
  By:

  	
  /s/ Rome Arnold

  	
   

  
	
   

  	
  Name: Rome Arnold

  
	
   

  	
  Title: Managing
  Director

  



 


 


[Signature
Page to Registration Rights Agreement]