Exchange AgreementExchange Agreement • July 25th, 2018 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York
The undersigned investor (the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit B.1 hereto (the “Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Old Notes (as defined below), an “Exchanging Investor”) hereby agrees to exchange, with SEACOR Holdings Inc., a Delaware corporation (the “Company”), the aggregate amount of the Company’s 3.00% Convertible Senior Notes due 2028, CUSIP 81170YAB5 (the “Old Notes”) set forth in Exhibit B.1 hereto that it beneficially owns for the Company’s 3.25% Convertible Senior Notes due 2030 (the “New Notes”). The Old Notes were issued pursuant to that certain Indenture (the “Existing Indenture”), dated as of November 13, 2013, between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Old Notes Trustee”). The New Notes will be issued pursuant to an Indenture (the “Indenture”), to be dated as
