0001193125-09-197201 Sample Contracts

SEACOR Holdings Inc. Underwriting Agreement September 21, 2009
Seacor Holdings Inc /New/ • September 24th, 2009 • Deep sea foreign transportation of freight • New York

SEACOR Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 7.375% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to a Second Supplemental Indenture (the “Supplemental Indenture”) to the Indenture dated as of January 10, 2001 (the “Indenture”) between the Company and U.S. Bank Trust National Association, as trustee (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE Between SEACOR HOLDINGS INC. and U.S. BANK NATIONAL ASSOCIATION dated as of September 24, 2009
Supplemental Indenture • September 24th, 2009 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • New York

SECOND SUPPLEMENTAL INDENTURE dated as of September 24, 2009 to that certain Indenture, dated as of January 10, 2001 (the “Base Indenture” and, together with the First Supplemental Indenture (as defined below) and the Second Supplemental Indenture, the “Indenture”), between SEACOR HOLDINGS INC. (formerly known as SEACOR SMIT Inc.), a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (formerly known as U.S. Bank Trust National Association), a national banking association (the “Trustee”).

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