LIMITED GUARANTEELimited Guarantee • December 18th, 2020 • Safari Merger Subsidiary, Inc. • Deep sea foreign transportation of freight • Delaware
LIMITED GUARANTEE, dated as of December 4, 2020 (this “Limited Guarantee”), by American Industrial Partners Capital Fund VII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of SEACOR Holdings, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Safari Parent, Inc., a Delaware corporation (“Parent”), Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”), and the Guaranteed Party. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (a) Merger Sub will commence a tender offer (the “Offer”) to acquire each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time, and (b) as soon as practicable after the Offer Acceptance Time, Merger Sub will be merged with and into the Company, with the Company surv
AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND VII, L.P. New York, New York 10017Equity Commitment Letter • December 18th, 2020 • Safari Merger Subsidiary, Inc. • Deep sea foreign transportation of freight • Delaware
Reference is hereby made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SEACOR Holdings, Inc., a Delaware corporation (the “Company”), Safari Parent, Inc., a Delaware corporation (“Parent”), and Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, (a) Merger Sub will commence a tender offer (the “Offer”) to acquire each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time and (b) as soon as practicable after the Offer Acceptance Time, Merger Sub will be merged with and into the Company, with the Company surviving such merger and becoming a wholly-owned subsidiary of Parent (the “Merger”, and together with the Offer, the “Acquisition”). Capitalized terms used and not defined herein shall have the m
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 13th, 2021 • Safari Merger Subsidiary, Inc. • Deep sea foreign transportation of freight
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of April 11, 2021, by and among (i) SEACOR Holdings Inc., a Delaware corporation (the “Company”), on the one hand, and (ii) Safari Parent, Inc., a Delaware corporation (“Parent”), and Safari Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the other hand. The Company, Parent and Merger Sub are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties”.
AFFIRMATION OF LIMITED GUARANTEELimited Guarantee • April 13th, 2021 • Safari Merger Subsidiary, Inc. • Deep sea foreign transportation of freight
This Affirmation of Limited Guarantee (this “Affirmation”), dated as of April 11, 2021, is made by American Industrial Partners Capital Fund VII, L.P., a Delaware limited partnership (the “Guarantor”) for the benefit of SEACOR Holdings Inc., a Delaware corporation (the “Guaranteed Party”).
