EXHIBIT 10.1
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AMENDMENT NO. 1
TO
AGREEMENT FOR
A
U.S. $300,000,000
REVOLVING CREDIT FACILITY
TO BE MADE AVAILABLE TO
SEACOR HOLDINGS INC.
BY
DNB NOR BANK ASA, NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH, THE
GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND and FORTIS CAPITAL CORP.,
as Mandated Lead Arrangers
DNB NOR BANK ASA and NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH, as
Bookrunners
DNB NOR BANK ASA, as Facility Agent
NORDEA BANK NORGE ASA, GRAND CAYMAN BRANCH, as Syndication Agent
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, as Structuring Agent
FORTIS CAPITAL CORP., as Documentation Agent
AND
THE FINANCIAL INSTITUTIONS
IDENTIFIED ON SCHEDULE A,
as Lenders
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As of July 3, 2007
AMENDMENT NO. 1 TO REVOLVING CREDIT FACILITY AGREEMENT
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THIS AMENDMENT NO. 1 TO REVOLVING CREDIT FACILITY AGREEMENT (this
"Amendment") is made as of the 3rd day of July 2007, by and among (1) Seacor
Holdings Inc., a corporation incorporated under the laws of the State of
Delaware (hereinafter called the "Borrower"), (2) DnB NOR Bank ASA ("DnB NOR"),
Nordea Bank Norge ASA, Grand Cayman Branch ("Nordea"), The Governor and Company
of the Bank of Scotland ("Bank of Scotland") and Fortis Capital Corp., a
corporation organized under the laws of the State of Connecticut ("Fortis"), as
mandated lead arrangers, (3) DnB NOR and Nordea, as Bookrunners, (4) DnB NOR, as
facility agent (the "Facility Agent"), (5) Nordea, as syndication agent, (6)
Bank of Scotland, as structuring agent, (7) Fortis, as documentation agent, and
(8) the banks and financial institutions whose names and addresses are set out
in Schedule A to the Credit Agreement (as hereinafter defined), as lenders, and
amends and is supplemental to the revolving credit facility agreement dated as
of November 3, 2006 (the "Original Agreement") made by and among the parties
hereto.
W I T N E S S E T H T H A T:
WHEREAS, Section 3.1 of the Original Agreement provided for a
Commitment Increase over the Initial Commitment pursuant to the terms thereof;
and
WHEREAS, certain Lenders have agreed to increase their respective
Commitment pursuant to Section 3.1 of the Original Agreement and as provided
herein.
NOW, THEREFORE, in consideration of the premises and such other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, it is hereby agreed as follows:
1. Definitions. Unless otherwise defined herein, words and
expressions defined in the Original Agreement have the same meanings when used
herein, including in the Recitals hereof.
2. Representations and Warranties. The Borrower hereby reaffirms,
as of the date hereof, each and every representation and warranty made thereby
in the Original Agreement and the Note (updated mutatis mutandis).
3. No Defaults. The Borrower hereby represents and warrants that
as of the date hereof (1) there exists (a) no Event of Default or any condition
which, with the giving of notice or passage of time, or both, would constitute
an Event of Default or (b) no Material Adverse Change and (2) the increase of
the Committed Amount pursuant to the terms hereof will not cause a Material
Adverse Change or Event of Default.
4. Performance of Covenants. The Borrower hereby reaffirms that
it has duly performed and observed the covenants and undertakings set forth in
the Original Agreement and the Notes, on its part to be performed, and covenants
and undertakes to continue duly to perform and observe such covenants and
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undertakings, as amended hereby, so long as the Original Agreement, as amended
and supplemented hereby, and as may be further amended or supplemented from time
to time, shall remain in effect.
5. Amendments to the Original Agreement. Subject to the terms and
conditions of this Amendment, the Original Agreement is hereby amended and
supplemented as follows:
(a) all references to "this Agreement" shall be deemed to refer to
the Original Agreement as amended hereby;
(b) the first Recital shall be deleted in its entirety and
replaced with the following Recital: "Whereas, at the request
of the Borrower, each of the Agents has agreed to act in its
respective capacity as set forth herein and the Lenders have
agreed to provide to the Borrower a revolving credit facility
in the amount of up to Four Hundred Fifty Million Dollars
($450,000,000)";
(c) the definition "Commitment Increase" shall be deleted in its
entirety;
(d) the definition "Committed Amount" shall be deleted in its
entirety and replaced with the following definition "Committed
Amount" means Four Hundred Fifty Million Dollars
($450,000,000), being the maximum aggregate principal amount
in Dollars of the Advances and Letters of Credit which may be
outstanding at any time under the Credit Facility, as reduced
from time to time pursuant to Section 5.3; provided that the
Committed Amount in respect of Letters of Credit shall not
exceed Two Hundred Million Dollars ($200,000,000)";
(e) the definition "Credit Facility" shall be deleted in its
entirety and replaced with the following definition: "Credit
Facility" means the sums advanced or to be advanced by the
Lenders to the Borrower and the Letters of Credit to be issued
by the Letter of Credit Issuers for the account of the
Borrower in the maximum principal amount of Four Hundred Fifty
Million Dollars ($450,000,000) all pursuant to, and subject to
the terms of, this Agreement";
(f) the definition of "Initial Commitment" shall be deleted in its
entirety;
(g) Section 3.1 shall be amended by (1) deleting the phrase "the
Initial Commitment under" from the first sentence thereof and
(2) deleting the second and third sentences thereof; and
(h) Schedule A to the Original Agreement (Particulars of Lenders)
shall be replaced with Schedule A as set forth on Schedule 1
attached hereto.
6. No Other Amendment. All other terms and conditions of the
Original Agreement shall remain in full force and effect and the Original
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Agreement shall be read and construed as if the terms of this Amendment were
included therein by way of addition or substitution, as the case may be.
7. Other Documents. By the execution and delivery of this
Amendment, the Borrower and the Lenders hereby consent and agree that all
references in the Notes which were executed in connection with the Original
Agreement and not replaced by an amended and restated Note as provided in
Section 9 hereof, to the Original Agreement shall be deemed to refer to the
Original Agreement as amended this by Amendment. By the execution and delivery
of this Amendment, the Borrower hereby consents and agrees that the Notes which
were executed in connection with the Original Agreement and not replaced by an
amended and restated Note as provided in Section 9 hereof, shall remain in full
force and effect notwithstanding the amendments contemplated hereby.
8. Fees and Expenses. The Borrower agrees to pay to the Facility
Agent upon the execution hereof all costs and expenses (including reasonable
legal fees) of the Lenders in connection with the preparation and execution of
this Amendment.
9. Conditions Precedent. The effectiveness of this Amendment
shall be expressly subject to the following conditions precedent:
(a) Corporate Documents. The Facility Agent shall have received:
i. copies, certified as true and complete by an officer of
the Borrower, of the resolutions of the directors of the
Borrower evidencing approval of this Amendment and
authorizing an appropriate officer or officers or
attorney-in-fact or attorneys-in-fact to execute the
same on its behalf, or other evidence of such approvals
and authorizations;
ii. copies, certified as true and complete by an officer of
the Borrower, of all documents evidencing any other
necessary action (including actions by such parties
thereto other than the Borrower as may be required by
the Lender), approvals or consents with respect to this
Amendment;
iii. copies, certified as true and complete by an officer of
the Borrower, of its certificate of incorporation and
by-laws, or equivalent instruments thereof;
iv. certificate of the jurisdiction of formation of the
Borrower as to the good standing thereof; and
v. a certificate signed by an officer of the Borrower to
the effect that (A) there exists (1) no Event of Default
or any condition which, with the giving of notice or
passage of time, or both, would constitute an Event of
Default or (2) no Material Adverse Change, (B) the
increase of the Committed Amount pursuant to the terms
hereof will not cause a Material Adverse Change or Event
of Default, and (C) the representations and warranties
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of the Borrower contained in this Amendment are true and
correct as of the date of such certificate.
(b) Amended and Restated Notes. The Borrower shall execute an
amended and restated Note in favor of each Lender which has
increased its Commitment pursuant hereto, substantially in the
form of Exhibit 1 to the Original Agreement.
10. Fees Paid. The Lenders shall have received payment in full of
all fees and expenses due under the Original Agreement and this Amendment.
11. No Event of Default. The Facility Agent shall be satisfied
that no Event of Default or event which, with the passage of time, giving of
notice or both would become an Event of Default have occurred and be continuing
and the representations and warranties of the Borrower contained in the Original
Agreement and this Amendment, shall be true on and as of the date of this
Amendment.
12. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
13. Counterparts. This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts each of which, when so executed, shall
be deemed to be an original but all such counterparts shall constitute but one
and the same agreement.
14. Headings; Amendment. In this Amendment, section headings are
inserted for convenience of reference only and shall be ignored in the
interpretation of this Amendment. This Amendment cannot be amended other than by
written agreement signed by the parties hereto.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment by its duly authorized representative on the day and year first above
written.
SEACOR HOLDINGS INC.,
as Borrower
By
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Name :
Title:
DNB NOR BANK ASA, NORDEA BANK NORGE ASA, GRAND
as Facility Agent, Mandated Lead CAYMAN BRANCH as Syndication Agent,
Arranger, Bookrunner and Lender Mandated Lead Arranger, Bookrunner and
Lender
By By
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Name : Name :
Title: Title:
By By
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Name : Name :
Title: Title:
THE GOVERNOR AND COMPANY OF FORTIS CAPITAL CORP., as Documentation
SCOTLAND THE BANK OF Agent, Mandated Lead Arranger and
as Structuring Agent, Mandated Lead Lender
Arranger and Lender
By By
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Name : Name :
Title: Title:
By By
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Name : Name :
Title: Title:
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LLOYDS TSB BANK PLC, as Lender THE GOVERNOR AND COMPANY OF THE BANK
OF IRELAND, as Lender
By By
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Name : Name :
Title: Title:
By By
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Name : Name :
Title: Title:
DEUTSCHE SCHIFFSBANK AG, HSH NORDBANK AG,
as Lender as Lender
By By
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Name : Name :
Title: Title:
By By
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Name : Name :
Title: Title:
NIBC BANK N.V., as Lender WHITNEY NATIONAL BANK, as Lender
By By
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Name : Name :
Title: Title:
By By
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Name : Name :
Title: Title:
BAYERISCHE HYPO-UND
VEREINSBANK AG, as Lender
By
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Name :
Title:
By
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Name :
Title:
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SCHEDULE 1
SCHEDULE A
PARTICULARS OF LENDERS
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NAME AND ADDRESS COMMITMENT PARTICIPATION PERCENTAGE
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DnB NOR Bank ASA $67,500,000 15%
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
U.S.A
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The Governor and Company of the Bank of Scotland $45,000,000 10%
Xxxxxxxx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX
Scotland
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Fortis Capital Corp. $45,000,000 10%
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
U.S.A.
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Lloyds TSB Bank plc $45,000,000 10%
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
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The Governor and Company of the Bank of Ireland $37,500,000 8.3333%
Xxxxx Xxxxxx Xxxxxx
Xxxxxx 0
Xxxxxxx
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Deutsche Schiffsbank AG $37,500,000 8.3333%
Xxxxxxx 00
00000 Xxxxxx
Xxxxxxx
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HSH Nordbank AG $37,500,000 8.3333%
Xxxxxxx Xxxxxxxxx-Xxxxx 00
X-00000 Xxxxxxx
Xxxxxxx
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NIBC Bank N.V. $37,500,000 8.3333%
Xxxxxxxxxxxxx 0
0000 XX
Xxx Xxxxx
Xxxxxxxxxxx
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Bayerische Hypo-und Vereinsbank AG $37,500,000 8.3333%
Xxxxx Xxxx 00
00000 Xxxxxxx
Xxxxxxx
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Whitney National Bank $30,000,000 6.6667%
000 Xx. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
X.X.X.
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Nordea Bank Norge ASA, Grand Cayman Branch $30,000,000 6.6667%
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
U.S.A.
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