Exhibit 6B
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
March 16, 2005, is entered into by and among SEACOR HOLDINGS INC., a Delaware
corporation (including its successors, the "Company"), and the persons (each a
"Holder" and collectively, the "Holders") listed on the signature pages hereof.
RECITALS
WHEREAS, the Company, SBLK Acquisition Corp., a Delaware corporation,
CORBULK LLC, a Delaware limited liability company and Seabulk International,
Inc., a Delaware corporation, are parties to an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"); and
WHEREAS, pursuant to the Merger Agreement, the Holders will receive
shares of common stock, par value $0.01 per share (the "Common Stock"), of the
Company.
NOW, THEREFORE, in consideration of the promises, mutual covenants and
agreements hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE 1
EFFECTIVENESS; DEFINITIONS
1.1 Effectiveness. This agreement shall be of no force or effect prior to
the "Effective Time" as defined in the Merger Agreement (hereinafter, the
"Effective Time") and shall, except as otherwise provided herein, be of full
force and effect from and after the Effective Time. In the event that the Merger
Agreement is terminated for any reason prior to the Effective Time, this
Agreement shall terminate.
1.2 Definitions.
"Advice" shall have the meaning set forth in Section 2.4.3 hereof.
"Affiliate" means, with respect to any Person, any Person who,
directly or indirectly, controls, is controlled by or is under common control
with any Person.
"Agreement" shall have the meaning set forth in the introductory
paragraph hereof.
"Broker-Dealer" means a broker or dealer registered with the SEC as
such under the Exchange Act or a "bank" as defined by the Exchange Act.
"Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks are authorized or required to close under the laws of
the United States or the State of New York.
"Common Stock" shall have the meaning set forth in the Recitals
hereof.
"Common Stock Equivalents" means, without duplication with any other
Common Stock or Common Stock Equivalents, any rights, warrants, options,
convertible securities or indebtedness, exchangeable securities or indebtedness,
or other rights, exercisable for or convertible or exchangeable into, directly
or indirectly, Common Stock of the Company and securities convertible or
exchangeable into Common Stock of the Company, whether at the time of issuance
or upon the passage of time or the occurrence of such future event.
"Company" shall have the meaning set forth in the introductory
paragraph hereof.
"Company Notice" shall have the meaning set forth in Section 2.3.1
hereof.
"Deferral Period" shall have the meaning set forth in Section 2.6
hereof.
"Effective Time" shall have the meaning set forth in Section 1.1
hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations promulgated by the
SEC thereunder.
"Holder" and "Holders" shall have the meaning set forth in the
introductory paragraph of this Agreement and shall include any Affiliate of any
such Holder to whom Registrable Securities are transferred by such Holder.
"NASD" means the National Association of Securities Dealers, Inc.
"Nautilus" means Nautilus Acquisition, L.P. and any of its Affiliates.
"Notifying Holder" shall have the meaning set forth in Section 2.2.1
hereof.
"Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
"Piggyback Notice" shall have the meaning set forth in Section 2.2.1.
"Receiving Holders" shall have the meaning set forth in Section 2.2.1
hereof.
"register," "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.
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"Registrable Securities" means the shares of Common Stock of the
Company to be acquired by the Holders pursuant to the transactions contemplated
by the Merger Agreement; provided, however, that Registrable Securities shall
not include any such shares sold or otherwise transferred by a Holder except in
the event of a transfer by a Holder to one or more of such Holder's Affiliates.
"Registration Expenses" means all expenses incident to registration of
the Registrable Securities hereunder, including, without limitation, (a) all SEC
and any NASD registration and filing fees and expenses, (b) all fees and
expenses in connection with the registration or qualification of the Registrable
Securities for offering and sale under the securities or "Blue Sky" laws of any
state or other jurisdiction of the United States of America and, in the case of
an underwritten offering, determination of their eligibility for investment
under the laws of such jurisdictions as the managing underwriter or underwriters
may designate, including reasonable fees and disbursements (based on customary
hourly rates), if any, of counsel for the underwriters in connection with such
registrations or qualifications and determination, (c) all expenses relating to
the preparation, printing, distribution and reproduction of the registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Registrable Securities in a form for
delivery for purchase pursuant to such registration or qualification and the
expenses of printing or producing any underwriting agreement(s) and agreement(s)
among underwriters and any "Blue Sky" or legal investment memoranda, any selling
agreements and all other documents to be used in connection with the offering,
sale or delivery of Registrable Securities, (d) messenger, telephone and
delivery expenses of the Company and out-of-pocket travel expenses incurred by
or for the Company's personnel for travel undertaken for any "road show" made in
connection with the offering of securities registered thereby, (e) fees and
expenses of any transfer agent and registrar with respect to the delivery of any
Registrable Securities and any escrow agent or custodian involved in the
offering, (f) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company incurred in connection with the
registration, qualification and offering of the Registrable Securities
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (g) fees, expenses and
disbursements of any other persons retained by the Company, including special
experts retained by the Company in connection with such registration, (h)
Securities Act liability insurance (if the Company elects to obtain such
insurance) and (i) the fees and expenses incurred in connection with the
quotation or listing of shares of Registrable Securities on any securities
exchange or automated securities quotation system. Any commissions, fees,
discounts or, except as specified in the immediately preceding sentence,
expenses of any underwriter or Holder incurred in connection with an
underwritten offering of securities registered in accordance with this Agreement
shall not be considered "Registration Expenses."
"Required Holders" means Holders who, in the aggregate, then own more
than 50% of the Registrable Securities, and who, severally, each then own (i) in
the case of Nautilus, more than 50% of the Registrable Securities owned by
Nautilus and (ii) in
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the case of Riverstone, more than 50% of the Registrable Securities owned by
Riverstone.
"Riverstone" means each of C/R Marine Domestic Partnership, L.P., C/R
Marine Non-U.S. Partnership, L.P., C/R Marine Coinvestment, L.P. or C/R Marine
Coinvestment II, L.P. and any of their Affiliates.
"Regulation M" means Regulation M under the Securities Act and the
Exchange Act as in effect on the date hereof and such rule as from time to time
amended and any successor rule or regulation under the Securities Act or
Exchange Act.
"Rule 144" means Rule 144 under the Securities Act as in effect on the
date hereof and such rule as from time to time amended and any successor rule or
regulation under the Securities Act.
"Rule 145" means Rule 145 under the Securities Act as in effect on the
date hereof and such rule as from time to time amended and any successor rule or
regulation under the Securities Act.
"Rule 415" means Rule 415 under the Securities Act as in effect on the
date hereof and such rule as from time to time amended and nay successor rule or
regulation under the Securities Act.
"SEC" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations promulgated by the SEC
thereunder.
"Seller Affiliates" shall have the meaning set forth in Section 2.5.1
hereof.
"Shelf Registration Statement" shall have the meaning provided in
Section 2.1.1 hereof.
"Suspension Notice" shall have the meaning set forth in Section 2.4.3
hereof.
"Underwriting Notice" shall have the meaning set forth in Section
2.2.1 hereof.
1.3 Rules of Construction. Unless the context otherwise requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and words in the
plural include the singular;
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(4) provisions apply to successive events and transactions; and
(5) "herein," "hereof" and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section
or other subdivision.
ARTICLE 2
REGISTRATION
2.1 Shelf Registration.
2.1.1 Shelf Registration Statement. The Company shall as promptly as
practicable (but in no event more than 30 days after the Closing Date (as
defined in the Merger Agreement)) prepare and file with the SEC and, thereafter,
use its reasonable best efforts to have declared effective as promptly as
reasonably practicable a registration statement (the "Shelf Registration
Statement") in accordance with Section 2.4.1 hereof relating to the offer and
sale by the Holders at any time and from time to time on a delayed or continuous
basis in accordance with Rule 415, through such method or methods of
distribution as the Holders shall select, and in accordance with this Agreement,
of all the Registrable Securities, and, subject to Section 2.6 hereof, the
Company shall use reasonable best efforts to keep the Shelf Registration
Statement effective under the Securities Act until the third anniversary of the
Effective Time (or for such longer period if extended pursuant to Section 2.6
hereof). In the event the Shelf Registration Statement cannot be kept effective
for such period, the Company shall, subject to Section 2.6 hereof, use
reasonable best efforts to prepare and file with the SEC and have declared
effective as promptly as practicable another registration statement on the same
terms and conditions as the initial Shelf Registration Statement and such
registration statement shall be considered the Shelf Registration Statement for
purposes hereof. The Company shall supplement and amend the Shelf Registration
Statement to reflect changes in the manner of distribution reasonably requested
by the Holders.
2.1.2 Adjustment. If at any time the outstanding shares of Registrable
Securities as a class shall have been increased, decreased, changed into or
exchanged for a different number or class of shares or securities as a result of
a reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split, combination or exchange of shares or other similar
change in capitalization, then an appropriate and proportionate adjustment shall
be made to the number of shares of such stock to be registered on the Shelf
Registration Statement pursuant to Section 2.1.1 hereof.
2.1.3 Expenses. The Company will pay all of the Registration Expenses
in connection with any registration pursuant to this Section 2.1; provided,
however, that in any underwritten offering or other trade by the Holders
effectuated pursuant to this Section 2.1, the Holders shall pay any underwriting
commissions and discounts and fees and expenses of counsel to such Holders.
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2.1.4 Notice of Intended Use of Prospectus. If, at any time on or
after the first anniversary of the Effective Time, any Holder intends to use or
deliver the prospectus forming a part of the Shelf Registration Statement (or
any prospectus supplement or amendment thereto) in connection with any offer or
sale of Registrable Securities covered thereby, such Holder shall first give
written notice thereof to the Company at least two (2) Business Days prior to
the first date such prospectus or prospectus supplement will be used or
delivered by such Holder in connection with such offer or sale. If applicable,
by the close of business on the Business Day following its receipt of such
notice, the Company shall provide a Suspension Notice to any Holder delivering a
notice pursuant this Section 2.1.4 of any suspension of registration rights
pursuant to Section 2.6 hereof.
2.2 Certain Underwritten Offerings Pursuant to the Shelf Registration
Statement.
2.2.1 Underwriting Notice. In the event that the Holders of 50% or
more of the Registrable Securities outstanding at such time (and, with respect
to Riverstone, as otherwise permitted by the last sentence of this Section
2.2.1) shall seek to undertake an underwritten offering of any Registrable
Securities pursuant to the Shelf Registration Statement, such Holders shall
first give written notice thereof (the "Underwriting Notice", and each such
party giving notice, a "Notifying Holder") to the other Holders (the "Receiving
Holders") and the Company at least ten (10) Business Days prior to the
anticipated initiation of such underwritten offering, specifying the number of
Registrable Securities sought to be offered. The Company shall advise the
Notifying Holders and the Receiving Holders and each Receiving Holder shall
advise the Notifying Holders and the Company in writing within five (5) Business
Days after receipt of such Underwriting Notice (or if the Notifying Holders
intend to execute the underwriting agreement with respect to such underwritten
offering prior to such date, the Notifying Holders shall so notify the Company
and the Receiving Holders in the Underwriting Notice, and the Company and each
Receiving Holder shall advise the Notifying Holder in writing on or before the
date on which the underwriting agreement is executed but no less than five (5)
Business Days after receipt of such Underwriting Notice), specifying the number,
if any, of shares of Common Stock of the Company or Registrable Securities the
Company and such Receiving Holders, as applicable, seek to include in such
underwritten offering (each a "Piggyback Notice"), and subject to the next
sentence, such shares of Common Stock of the Company and Registrable Securities
shall be included in such underwritten offering. If the managing underwriter
shall advise the Company and Holders in writing that, in its opinion, the number
of securities requested to be included in such underwritten offering exceeds the
number which can be sold in such offering without adversely affecting the
offering, including with respect to price, the Company and Holders will include
in such underwritten offering, to the extent of the number which the Holders are
so advised can be sold in such offering, (i) first, a pro rata amount, based
upon the number of Registrable Securities sought to be offered by each Holder as
set forth in the Underwriting Notice and the Piggyback Notice, (ii) second,
securities of the Company sought to be offered by the Company as set forth in
the Piggyback Notice and (iii) third, securities of the Company held by other
Persons having registration rights existing as of the date of this Agreement or
granted in accordance with Section 2.3.5 hereof proposed to
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be included in such registration by the holders thereof. Notwithstanding
anything contained herein to the contrary, and whether or not Riverstone owns
50% or more of the Registrable Securities outstanding at such time, Riverstone
shall be entitled to be the Notifying Holder for at least one of the three
underwritten offerings permitted herein, so long as Riverstone holds greater
than the minimum amount specified in Section 2.2.2(D) hereof.
2.2.2 Procedures. Subject to Section 2.6 hereof, 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, (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 underwritten offering, (iii) as may be reasonably
requested, cause the Company's officers and employees to participate in investor
presentations to prospective investors and analysts, including via "road shows,"
and (iv) generally accommodate any participating underwriter's reasonable
requests relating to its due diligence efforts; provided, however, that the
Holders shall only be entitled to effect up to a total of three (3) underwritten
offerings of Registrable Securities pursuant to the Shelf Registration
Statement; provided, further, that no such offering pursuant to Section 2.2.1
shall be made by the Holders:
(A) on more than one occasion during any period of ninety (90) consecutive
days after any other such offering of Registrable Securities in accordance with
this Section 2.2 was consummated;
(B) during the fifteen (15) days prior to the anticipated consummation of
an offering of securities of the same class as the Registrable Securities and
during the sixty (60) days after the consummation of such an offering, except in
the case of an offering registered on Form S-4 or S-8 (or any successor form)
for the registration of securities to be offered in a transaction of the type
referred to in Rule 145 or to be offered to employees of and/or consultants to
the Company or subsidiaries thereof;
(C) within ninety (90) days of the consummation of an offering of
Registrable Securities in which the Holders were offered the opportunity to
participate pursuant to Section 2.3 hereof, provided that all the Registrable
Securities requested by the Holders to be so registered were registered for sale
in such offering; and
(D) unless the Holders will offer for sale at least seven hundred fifty
thousand (750,000) shares of Registrable Securities.
2.2.3 Effective Registration Statement. For purposes of determining a
Holder's right to sell Registrable Securities pursuant to the Shelf Registration
Statement in an underwritten offering referred to in Section 2.2.1 hereof, an
offering of such nature shall not be deemed to have been effected unless (A) a
registration statement with respect
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thereto has become effective and remained in effect for the period set forth in
Section 2.4.1(b) hereof (provided, however, that a registration which does not
become effective solely by reason of the refusal of the Holders to proceed with
the offering or the refusal by the Company to proceed based upon the written
opinion of outside counsel to the lead underwriter delivered to and reasonably
acceptable to the Company that so proceeding is inappropriate as a legal matter
for a reason relating to circumstances of the Holders shall be deemed to have
been effected) and (B) after it has become effective, such registration has not
become subject to any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court for any reason, other than solely
by reason of some act or omission by the Holders with respect thereto, or such
stop order, injunction or other order has been lifted so as to permit such
offering and sale of Registrable Securities and (C) the conditions to closing
specified in the purchase agreement or underwriting agreement entered into in
connection with such registration are satisfied or any failure to satisfy such
conditions was solely by reason of some act or omission by the Holders.
2.2.4 Underwriting Agreements. If requested by the underwriters for
any underwritten offering by the Holders to be conducted pursuant to Section
2.2.1 hereof, the Company will enter into an underwriting agreement with such
underwriters for such offering, such agreement to be in customary form for
offerings of this type and acceptable to the Holders, whose acceptance shall not
be unreasonably withheld, to contain such representations and warranties by the
Company and such other terms as are generally prevailing in agreements of this
type, including, without limitation, representations and indemnities by the
Company and other customary indemnifications. For illustrative purposes, the
representations and warranties and such other terms contained therein and agreed
to by the Company in that certain Registration Rights Agreement, dated as of
December 17, 2004, between the Company and Credit Suisse First Boston LLC, shall
be deemed customary; provided, however, the parties acknowledge and agree that
certain additional representations and warranties and other terms may be added
or changed based on the facts and circumstances at the time of the Company's
entering into the underwriting agreement. The Holders will cooperate with the
Company in the negotiation of the underwriting agreement and will give
consideration to the reasonable suggestions of the Company regarding the form
thereof.
2.2.5 Holdback Agreement. Unless the managing underwriter otherwise
agrees, each of the Company and the Holders agrees (and the Company agrees, in
connection with any underwritten offering effected in accordance with this
Section 2.2, to use its reasonable best efforts to cause its Affiliates to
agree) not to effect any public sale or private offer or distribution of any
Common Stock or Common Stock Equivalents during the period required under
Regulation M prior to the consummation of any underwritten offering in which the
Holders have the opportunity to participate and during such time period after
the consummation of any such underwritten offering of Common Stock (not to
exceed forty-five (45) days) (except, if applicable, as part of such
underwritten offering) as the Company and the managing underwriter may agree.
Any discretionary waiver or termination of the requirements under the foregoing
provisions made by the managing underwriter shall apply to each seller of
Registrable Securities on
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a pro rata basis in accordance with the number of Registrable Securities held by
each seller.
2.2.6 Selection of Underwriters. In an underwritten offering of
Registrable Securities effected pursuant to this Section 2.2, the Notifying
Holders shall select the investment banking firm or firms to manage the
underwritten offering; provided, however, that such selection shall be subject
to the consent of the Company, which consent shall not be unreasonably withheld.
2.2.7 Participation in Underwritten Offerings. Neither a Holder nor
any other Person may participate in any underwritten offering in which
Registrable Securities are to be offered pursuant to this Section 2.2 unless
such Person (i) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved, subject to the terms and conditions
hereof, by the Company and the Holders to be included in such underwritten
offering and (ii) completes and executes all questionnaires, indemnities,
underwriting agreements and other documents (other than powers of attorney)
reasonably required under the terms of such underwriting arrangements.
2.3 Piggyback Underwritten Offerings.
2.3.1 Right to Piggyback. In the event that the Company shall seek to
undertake an underwritten offering of registered shares of Common Stock of the
Company (whether for the account of the Company or the account of any
securityholder of the Company) on or before the third anniversary of the
Effective Time (or for such longer period if extended pursuant to Section 2.6
hereof), except in the case of an offering registered on Form S-4 or S-8 (or any
successor form) for the registration of securities to be offered in a
transaction of the type referred to in Rule 145 or to be offered to employees of
and/or consultants to the Company or subsidiaries thereof, the Company shall
first give written notice thereof (the "Company Notice") to each Holder of
Registrable Securities, which Company Notice shall be given not less than six
(6) Business Days prior to the anticipated initiation of such underwritten
offering and shall offer each such Holder the opportunity to include any or all
of its Registrable Securities in such underwritten offering, subject to the
limitations contained in Section 2.3.3 hereof.
2.3.2 Notice of Participation in Piggyback Offerings. Each Holder
shall advise the Company in writing within five (5) Business Days after the date
of receipt of the Company Notice, specifying the number of Registrable
Securities, if any, such Receiving Holders seek to include in such underwritten
offering. The Company shall thereupon include in such underwritten offering the
number of Registrable Securities so requested by the Holders to be included,
subject to Section 2.3.3 hereof, and, if required shall use reasonable best
efforts to effect registration of such Registrable Securities under the
Securities Act; provided, however, that the Company may at any time withdraw or
cease proceeding with any such underwritten offering of Holders' Registrable
Securities if it shall at the same time withdraw or cease proceeding with the
underwritten offering of all other shares of Common Stock of the Company
originally proposed to be registered.
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2.3.3 Priority on Piggyback Offerings. If the managing underwriter of
the underwritten offering pursuant to which Registrable Securities are included
pursuant to this Section 2.3 shall advise the Holders and the Company in writing
that, in its opinion, the number of securities requested to be included in such
underwritten offering (including securities to be sold by the Company or by
other Persons not holding Registrable Securities) exceeds the number which can
be sold in such underwritten offering within an acceptable price range, the
Company will include in such underwritten offering, to the extent of the number
which the Company is so advised can be sold in such underwritten offering, (i)
first, securities of the Company that the Company proposes to sell and (ii)
second, securities of the Company held by other Persons having registration
rights proposed to be included in such registration by the holders thereof and
Registrable Securities proposed to be included in such registration by the
Holders thereof, allocated, if necessary, on a pro rata basis in accordance with
the number of shares proposed to be included in such registration by such other
Persons and/or such Holders, as applicable.
2.3.4 Expenses. The Company shall pay all of the Registration Expenses
in connection with any underwritten offering in which the Holders have the
opportunity to participate pursuant to this Section 2.3; provided, however, that
in any underwritten offering pursuant to this Section 2.3 each Holder shall pay
its pro rata share in accordance with the number of Registrable Securities sold
by it in such offering of any underwriting commissions and discounts and each
Holder shall pay the cost of its counsel incurred in connection with such
underwritten offering.
2.3.5 Limitation on Subsequent Registration Rights. The Company
acknowledges and agrees that the Company will not grant or allow any other
Persons any registration rights with respect to any securities of the Company
which (i) impair the rights of the Holders to exercise their rights under this
Agreement (including, without limitation, the timing of any underwritten
offering initiated by the Holders pursuant to Section 2.2 hereof), (ii) conflict
with or violate the provisions of this Agreement or (iii) grant any other Person
rights to piggyback or participate in registered underwritten offerings of
shares of Common Stock of the Company in priority to the rights granted to the
Holders in this Section 2.3.
2.4 Registration Procedures.
2.4.1 Actions to be Taken by the Company. If and when the Company is
required to use its reasonable best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided herein, the Company
shall, as expeditiously as possible, but subject to the provisions of Section
2.6 hereof:
(a) prepare and file with the SEC a registration statement on any
appropriate form under the Securities Act with respect to such
Registrable Securities and thereafter use its reasonable best efforts
to cause such registration statement to become effective as promptly
as practicable under the circumstances and to remain effective for the
period set forth in subparagraph (b) below;
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(b) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such
registration statement until the earlier of such time as all of such
securities have been disposed of in accordance with the intended
methods of distribution thereof or the expiration of (A) in the case
of the Shelf Registration Statement, the period set forth in Section
2.1 hereof and (B) in the case of a registration statement
contemplated by Section 2.3 hereof, ninety (90) days after such
registration statement becomes effective;
(c) furnish to each seller of Registrable Securities and the
underwriters of the securities being registered such number of copies
of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus), any documents incorporated by reference
therein and such other documents as such seller or underwriters may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to
Section 2.4.3 hereof and the requirements of the Securities Act and
applicable state securities laws, the Company consents to the use of
the prospectus and any amendment or supplement thereto by each seller
and the underwriters in connection with the offering and sale of the
Registrable Securities covered by the registration statement of which
such prospectus, amendment or supplement is a part);
(d) use its reasonable best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of
such jurisdictions as the managing underwriter reasonably requests
(or, in the event the registration statement does not relate to an
underwritten offering, as the holders of a majority of such
Registrable Securities may reasonably request); use its reasonable
best efforts to keep each such registration or qualification (or
exemption therefrom) effective during the period in which such
registration statement is required to be kept effective and take any
other action which may be reasonably necessary or advisable to enable
the Holders and such underwriter to consummate the disposition in such
jurisdictions of the securities owned by the Holders; and do any and
all other acts and things which may be reasonably necessary or
advisable to enable each seller to consummate the disposition of the
Registrable Securities owned by such seller in such jurisdictions
(provided, however, that the Company will not be required to (A)
qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this subparagraph or (B)
consent to general service of process in any such jurisdiction);
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(e) promptly notify each seller and each underwriter and (if
requested by any such Person) confirm such notice in writing (i) when
the registration statement, a prospectus or any prospectus supplement
or post-effective amendment has been filed and, with respect to a
registration statement or any post-effective amendment, when the same
has become effective, (ii) of the issuance by any state securities or
other regulatory authority of any order suspending the qualification
or exemption from qualification of any of the Registrable Securities
under state securities or "blue sky" laws or the initiation of any
proceedings for that purpose and (iii) of the happening of any event
which makes any statement made in a registration statement or related
prospectus untrue or which requires the making of any changes in such
registration statement, prospectus or documents so that they will not
contain any 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 not misleading, and, as promptly as practicable
thereafter, prepare and file with the SEC and furnish a supplement or
amendment to such prospectus so that, as thereafter deliverable to the
purchasers of such Registrable Securities, such prospectus will not
contain any untrue statement of a material fact or omit a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(f) if requested by the managing underwriter or any seller
promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or any seller
reasonably requests to be included therein, including, without
limitation, with respect to the Registrable Securities being sold by
such seller, the purchase price being paid therefor by the
underwriters and with respect to any other terms of the underwritten
offering of the Registrable Securities to be sold in such offering,
and promptly make all required filings of such prospectus supplement
or post-effective amendment;
(g) as promptly as practicable after filing with the SEC of any
document which is incorporated by reference into a registration
statement (in the form in which it was incorporated), deliver a copy
of each such document to each seller;
(h) cooperate with the sellers and the managing underwriter to
facilitate the timely preparation and delivery of certificates (which
shall not bear any restrictive legends unless required under
applicable law) representing securities sold under any registration
statement, and enable such securities to be in such denominations and
registered in such names as the managing underwriter or such sellers
may request and keep available and make available to the Company's
transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;
12
(i) furnish to each seller and underwriter a signed counterpart
of (A) an opinion or opinions of counsel to the Company, and (B) a
comfort letter or comfort letters from the Company's independent
public accountants, each in customary form and covering such matters
of the type customarily covered by opinions or comfort letters, as the
case may be, as the sellers or managing underwriter reasonably
requests. For illustrative purposes, the opinion or opinions of
counsel and comfort letters agreed to by the Company in that certain
Registration Rights Agreement, dated as of December 17, 2004, between
the Company and Credit Suisse First Boston LLC, shall be deemed
customary; provided, however, the parties acknowledge and agree that
certain additional opinions or comfort letter matters may be added or
changed based on the facts and circumstances at the time of the
Company's entering into the underwriting agreement.;
(j) cause the Registrable Securities included in any registration
statement to be listed on each securities exchange, if any, on which
similar securities issued by the Company are then listed;
(k) provide a transfer agent and registrar for all Registrable
Securities registered hereunder and provide a CUSIP number for the
Registrable Securities included in any registration statement not
later than the effective date of such registration statement;
(l) cooperate with each seller and each underwriter participating
in the disposition of such Registrable Securities and their respective
counsel in connection with any filings required to be made with the
NASD;
(m) during the period when the prospectus is required to be
delivered under the Securities Act, promptly file all documents
required to be filed with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act;
(n) notify each seller of Registrable Securities promptly of any
request by the SEC for the amending or supplementing of such
registration statement or prospectus or for additional information;
(o) prepare and file with the SEC promptly any amendments or
supplements to such registration statement or prospectus which, in the
opinion of counsel for the Company or the managing underwriter, is
required in connection with the distribution of the Registrable
Securities;
(p) enter into such agreements (including underwriting agreements
in the managing underwriter's customary form) as are customary in
connection with an underwritten registration; and
(q) advise each seller of such Registrable Securities, promptly
after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of
such registration
13
statement or the initiation or threatening of any proceeding for such
purpose and promptly use its reasonable best efforts to prevent the
issuance of any stop order or to obtain its withdrawal at the earliest
possible moment if such stop order should be issued.
2.4.2 Information to be Provided by the Holders. The Company may
require the Holders to furnish the Company such information regarding the
Holders and the distribution of such securities as the Company may from time to
time reasonably request in writing and as shall be required in connection with
the Company's performance of its obligations hereunder.
2.4.3 Suspension of Dispositions. Each Holder agrees by acquisition of
any Registrable Securities that, upon receipt of any notice (a "Suspension
Notice") from the Company of the happening of any event of the kind described in
Section 2.4.1(e)(iii) hereof such Holder will forthwith discontinue disposition
of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus, or until it is advised in writing (the
"Advice") by the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by reference in the prospectus, and, if so directed by the Company, such Holder
will deliver to the Company all copies, other than permanent file copies then in
such Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the time period regarding the effectiveness of
registration statements set forth in Section 2.4.1(b) hereof shall be extended
by the number of days during the period from and including the date of the
giving of the Suspension Notice to and including the date when each seller of
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus or the Advice. The
Company shall use its reasonable best efforts and take such actions as are
reasonably necessary to render the Advice as promptly as practicable.
2.5 Indemnification.
2.5.1 Indemnification by the Company. The Company agrees to indemnify
and reimburse, to the fullest extent permitted by law, each underwriter of
Registrable Securities, each seller of Registrable Securities, and each of its
employees, advisors, agents, representatives, partners, officers, and directors
and each Person who controls such seller (within the meaning of the Securities
Act or the Exchange Act) and any agent or investment advisor thereof
(collectively, the "Seller Affiliates") (A) against any and all losses, claims,
damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys' fees and disbursements except as limited by Section 2.5.3
hereof) based upon, arising out of, related to or resulting from any untrue or
alleged untrue statement of a material fact contained in any registration
statement, prospectus, or preliminary prospectus or any amendment thereof or
supplement thereto, or any omission or alleged omission of a 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, (B)
against any and all loss, liability, claim, damage, and expense
14
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of, related to or resulting from any such untrue statement or
omission or alleged untrue statement or omission and (C) against any and all
costs and expenses (including reasonable fees and disbursements of counsel) as
may be reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, or such violation of the Securities Act or
Exchange Act, to the extent that any such expense or cost is not paid under
subparagraph (A) or (B) above; provided, however, that the Company shall not be
liable in any such case to the extent that such statements are made in reliance
upon and in strict conformity with information furnished in writing to the
Company by such seller or any Seller Affiliate for use therein or arise from
such seller's or any Seller Affiliate's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this
Section 2.5.1 will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.
2.5.2 Indemnification by the Seller. In connection with any
registration statement in which a seller of Registrable Securities is
participating, each such seller will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the
fullest extent permitted by law, each such seller will indemnify the Company and
its directors and officers and each Person who controls the Company (within the
meaning of the Securities Act or the Exchange Act) against any and all losses,
claims, damages, liabilities, and expenses (including, without limitation,
reasonable attorneys' fees and disbursements except as limited by Section 2.5.3
hereof) resulting from any untrue statement or alleged untrue statement of a
material fact contained in the registration statement, prospectus, or any
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a 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, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission is
contained in any information or affidavit so furnished in writing by such seller
or any of its Seller Affiliates specifically for inclusion in the registration
statement; provided that the obligation to indemnify will be several, not joint
and several, among such sellers of Registrable Securities, and the liability of
each such seller of Registrable Securities will be in proportion to, and,
provided, further, that such liability will be limited to, the net amount
received by such seller from the sale of Registrable Securities pursuant to such
registration statement; provided, however, that such seller of Registrable
Securities shall not be liable in any such case to the extent that prior to the
filing of any such registration statement or prospectus or amendment thereof or
supplement thereto, such seller has furnished in writing to the Company
information expressly for use in such registration
15
statement or prospectus or any amendment thereof or supplement thereto which
corrected or made not misleading information previously furnished to the
Company.
2.5.3 Notice of Claims, etc. Any Person entitled to indemnification
hereunder will (A) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure
to give such notice shall not limit the rights of such Person except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice) and (B) unless in such indemnified party's reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party;
provided, however, that any person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such person unless (X) the indemnifying party has agreed to pay such fees or
expenses, or (Y) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person. In the
event the indemnified party believes such a conflict of interest exists, the
indemnifying party shall indemnify the indemnified party for all costs and
expenses of separate counsel for the indemnified party in accordance with
Sections 2.5.1 or 2.5.2 hereof) above, as applicable. If such defense is not
assumed by the indemnifying party as permitted hereunder, the indemnifying party
will not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent will not be unreasonably withheld).
If such defense is assumed by the indemnifying party pursuant to the provisions
hereof, such indemnifying party shall not settle or otherwise compromise the
applicable claim unless (1) such settlement or compromise contains a full and
unconditional release of the indemnified party or (2) the indemnified party
otherwise consents in writing. An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party, a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the
reasonable fees and disbursements of such additional counsel or counsels.
2.5.4 Contribution. Each party hereto agrees that, if for any reason
the indemnification provisions contemplated by Section 2.5.1 or 2.5.2 hereof are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, liabilities, or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted in
the losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to
16
state a material fact relates to information supplied by such indemnifying party
or indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided that in no event shall the obligation of any indemnifying party to
contribute under this Section 2.5.4 exceed the amount that such indemnifying
party would have been obligated to pay by way of indemnification if the
indemnification provided for under Sections 2.5.1 or 2.5.2 hereof had been
available under the circumstances. The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 2.5.4 were
determined by pro rata allocation (even if the Holders or any underwriters or
all of them were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in this Section 2.5.4. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities, or expenses (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or, except as provided in Section 2.5.3 hereof,
defending any such action or claim. Notwithstanding the provisions of this
Section 2.5.4, no Holder shall be required to contribute an amount greater than
the dollar amount by which the net proceeds received by such Holder with respect
to the sale of any Registrable Securities exceeds the amount of damages which
such Holder has otherwise been required to pay by reason of any and all untrue
or alleged untrue statements of material fact or omissions or alleged omissions
of material fact made in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto related to such sale
of Registrable Securities. 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. The Holders' obligations in this Section 2.5.4 to contribute
shall be several in proportion to the amount of Registrable Securities
registered by them and not joint.
If indemnification is available under this Section 2.5, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 2.5.1 and 2.5.2 hereof without regard to the relative fault
of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 2.5.4 subject, in the case of the
Holders, to the limited dollar amounts set forth in Section 2.5.2 hereof.
2.5.5 The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director, or
controlling Person of such indemnified party and will survive the transfer of
securities.
2.6 Suspension of Registration. Notwithstanding anything to the contrary
contained herein (other than as set forth in Section 2.1 hereof), for a period
or periods not to exceed sixty (60) consecutive calendar days and not to exceed
one hundred twenty (120) calendar days in any twelve-month period (each such
period, a "Deferral Period"), the Company will not be required to file any
registration statement pursuant to this Agreement, file any amendment thereto,
furnish any supplement to a prospectus included in a registration statement
pursuant to Section 2.4.1(e)(iii) hereof, make any other filing
17
with the SEC, cause any registration statement or other filing with the SEC to
become effective, or take any similar action, and any and all sales of
Registrable Securities by the Holders pursuant to an effective registration
statement shall be suspended: if (i) an event has occurred and is continuing as
a result of which any such registration statement or prospectus 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 or (ii) if the Company notifies the
Holders that such actions would, in the good faith judgment of outside counsel
to the Company, require the disclosure of material non-public information which
the Company has a bona fide business purpose for preserving as confidential and
which the Company would not otherwise be required to disclose. Upon the
termination of the condition described in clauses (i) or (ii) of above, the
Company shall give written notice to the Holders and shall promptly file any
registration statement or amendment thereto required to be filed by it pursuant
to this Agreement, furnish any prospectus supplement or amendment required to be
furnished pursuant to Section 2.4.1(e)(iii) hereof, make any other filing with
the SEC required of it or terminate any suspension of sales it has put into
effect and shall take such other actions to permit registered sales of
Registrable Securities as contemplated by this Agreement. The Company shall
promptly provide a Suspension Notice, specifying any suspension of registration
rights pursuant to this Section 2.6 to (i) prior to the first anniversary of the
Effective Time, all Holders and (ii) during the term of the Agreement, all
Holders that are Affiliates of the Company, unless in either case such Holders
advise the Company in writing that they do not wish to receive Suspension
Notices except pursuant to Section 2.1.4 hereof. For the purposes of Sections
2.1.1, 2.3.1 and 4.1 hereof, the occurrence of any Deferral Period pursuant to
this Section 2.6 shall cause the third anniversary of the Effective Time to be
deemed extended by a number of days equivalent to the duration of any such
Deferral Period.
ARTICLE 3
RULE 144
3.1 Current Public Information. With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC that may at any
time permit the sale of securities to the public without registration, the
Company agrees to use its reasonable best efforts to:
(i) make and keep public information available, as those terms are
defined in Rule 144 under the Securities Act, at all times after the effective
date that the Company becomes subject to the reporting requirements of the
Securities Act or the Exchange Act;
(ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements);
(iii) furnish to any Holder, so long as such Holder owns any
Registrable Securities, upon request by such Holder, (i) a written statement by
the Company that it has complied with the reporting requirements of Rule 144 and
of the
18
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and (iii) such other reports and documents of
the Company and other information in the possession of or reasonably obtainable
by the Company as a Holder may reasonably request in availing itself of any rule
or regulation of the SEC allowing a Holder to sell any such securities without
registration.
ARTICLE 4
TERMINATION
4.1 Termination. The provisions of this Agreement shall terminate on the
third anniversary of the Effective Time (or for such longer period if extended
pursuant to Section 2.6 hereof).
ARTICLE 5
MISCELLANEOUS
5.1 Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows (or at such other
address as may be substituted by notice given as herein provided):
If to the Company:
Seacor Holdings Inc.
000 Xxxx Xxxxxx
00xx Xxxxx Xxx Xxxx, XX 00000
Attention: President
Facsimile: 000-000-0000
With copies to (which shall not constitute notice):
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: 000-000-0000
Attention: Xxxxx X. Xxxxxxx
If to Nautilus:
Nautilus Acquisition, L.P.
c/o CSFB Alternative Capital Division
00 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxx
19
If to Riverstone:
C/R Marine Non-U.S. Partnership, L.P.
C/R Marine Domestic Partnership, L.P.
C/R Marine Coinvestment, L.P.
C/R Marine Coinvestment II, L.P.
c/o Riverstone Holdings, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000
With copies to (which shall not constitute notice):
Xxxxxx and Xxxxxxx
00 Xxxxxxxx Xxxxxx, XX
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxxx Xxxxxxx
Telecopy No.: (000) 000-0000
Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and five (5)
calendar days after mailing if sent by registered or certified mail (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee).
Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.
5.2 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 LAW.
5.3 Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY AND THE HOLDERS EACH
HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS
FROM ANY THEREOF. EACH OF THE COMPANY AND THE HOLDERS HEREBY IRREVOCABLY CONSENT
TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION
OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO THE COMPANY OR THE HOLDERS, AS
20
THE CASE MAY BE, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN
RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 5.1. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
5.4 Successors and Assigns. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and benefit the Company, each Holder, and
their respective successors and assigns. Notwithstanding anything to the
contrary contained in this Agreement, the provisions hereof shall not apply to
the ultimate beneficial owners of the Holders following a pro rata
distribution-in-kind of the Common Stock.
5.5 Duplicate Originals. All parties may sign any number of copies of this
Agreement. Each signed copy shall be an original, but all of them together shall
represent the same agreement.
5.6 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and the
remaining provisions shall not in any way be affected or impaired thereby.
5.7 No Waivers; Amendments.
5.7.1 No failure or delay on the part of the Company or any Holder in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Company or
any Holder at law or in equity or otherwise.
5.7.2 Any provision of this Agreement may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed by the Company and
the Required Holders.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
21
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
SEACOR HOLDINGS INC.
By:
------------------------------------
Name:
Title:
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
NAUTILUS ACQUISITION, L.P.
By: Nautilus Intermediary, L.P.
its General Partner
By: Nautilus AIV, L.P.
its General Partner
By: Nautilus GP, LLC
its managing general partner
By: Turnham-Nautilus Holdings,
LLC
Class A Member and
Authorized Signatory
By:
----------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Member and Authorized
Signatory
C/R MARINE NON-U.S. PARTNERSHIP, L.P.
By: C/R Marine GP Corp.,
its general partner
By:
--------------------------------
Name:
Title:
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
C/R MARINE DOMESTIC PARTNERSHIP, L.P.
By: C/R Marine GP Corp.,
its general partner
By:
--------------------------------
Name:
Title:
C/R MARINE COINVESTMENT, L.P.
By: C/R Marine GP Corp.,
its general partner
By:
--------------------------------
Name:
Title:
C/R MARINE COINVESTMENT II, L.P.
By: C/R Marine GP Corp.,
its general partner
By:
--------------------------------
Name:
Title:
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement
SEACOR HOLDINGS INC.
----------
Dated as of March 16, 2005
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