REGISTRATION RIGHTS AGREEMENT BY AND AMONG SEACOR MARINE HOLDINGS INC. AND THE OTHER PARTIES LISTED ON SCHEDULE I HERETO Dated as of October 5, 2022Registration Rights Agreement • October 5th, 2022 • SEACOR Marine Holdings Inc. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this “Agreement”), dated as October 5, 2022, is by and among SEACOR Marine Holdings Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.
THIRD AMENDED AND RESTATED TERM LOAN CREDIT FACILITY AGREEMENT PROVIDING FOR A SENIOR SECURED TERM LOAN IN THE AMOUNT OF UP TO $28,831,148.32 BY AND AMONG MANTENIMIENTO EXPRESS MARÍTIMO, S.A.P.I. DE C.V., as Borrower DNB BANK ASA, NEW YORK BRANCH as...Term Loan Credit Facility Agreement • October 5th, 2022 • SEACOR Marine Holdings Inc. • Deep sea foreign transportation of freight • New York
THIS THIRD AMENDED AND RESTATED SENIOR SECURED TERM LOAN CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of September 29, 2022, by and among (1) MANTENIMIENTO EXPRESS MARÍTIMO, S.A.P.I. DE C.V., a company organized and existing under the laws of the United Mexican States (the “Borrower”), as borrower, (2) the institutions listed on Schedule 1-A, as lenders (together with any bank, institution or institutional lender which becomes a Lender pursuant to Section 11, the “Lenders”), and (3) DNB BANK ASA, NEW YORK BRANCH (“DNB”), as facility agent for the Creditors (as defined below) (in such capacity, the “Facility Agent”) and as collateral agent for the Creditors with respect to all Collateral (in such capacity, the “Collateral Agent”).
SECOND AMENDED AND RESTATED GUARANTY by SEACOR MARINE HOLDINGS INC. in favor of DNB BANK ASA, NEW YORK BRANCH, as Security Trustee September 29, 2022SEACOR Marine Holdings Inc. • October 5th, 2022 • Deep sea foreign transportation of freight • New York
This SECOND AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of September 29, 2022, is made by SEACOR MARINE HOLDINGS INC., a corporation incorporated and existing under the laws of the State of Delaware (the “Parent Guarantor”), in favor of DNB BANK ASA, New York Branch, a corporation organized under the laws of the Kingdom of Norway (“DNB”), as security trustee (the “Security Trustee”) for the Creditors under the Credit Agreement referred to in Recital (A) below.
90,000,000 Principal Amount of 8.0% / 9.5% Senior PIK Toggle Notes due 2026 EXCHANGE AGREEMENT (GUARANTEED NOTES) Dated as of October 5, 2022 by and among SEACOR MARINE HOLDINGS INC., as Company, FALCON GLOBAL ROBERT LLC, as Guarantor, and THE...Exchange Agreement • October 5th, 2022 • SEACOR Marine Holdings Inc. • Deep sea foreign transportation of freight • New York
This EXCHANGE AGREEMENT (GUARANTEED NOTES) is entered into as of October 5, 2022, by and among SEACOR MARINE HOLDINGS INC. (the “Company”), a Delaware corporation, FALCON GLOBAL ROBERT LLC (the “Guarantor”), a Delaware limited liability company and indirect wholly-owned subsidiary of the Company and the Investors listed on Schedule A attached hereto.
FRAMEWORK AGREEMENT by and among SEACOR MARINE HOLDINGS INC., SEACOR MARINE LLC, SEACOR OFFSHORE LLC, SEACOR MARINE CAPITAL INC., OPERADORA DE TRANSPORTES MARITIMOS, S.A. DE C.V., OFFSHORE VESSELS HOLDING, S.A.P.I. DE C.V., and CME DRILLSHIP HOLDINGS...Framework Agreement • October 5th, 2022 • SEACOR Marine Holdings Inc. • Deep sea foreign transportation of freight • Delaware
This FRAMEWORK AGREEMENT (this “Agreement”) is made as of September 29, 2022, by and among (a) SEACOR Marine Holdings Inc., a Delaware corporation (“SMHI”), SEACOR Marine LLC, a Delaware limited liability company (“SEACOR Marine LLC”), SEACOR Offshore LLC, a Delaware limited liability company (“SEACOR Offshore”), and SEACOR Marine Capital Inc., a Delaware corporation (“SEACOR Marine Capital” and, together with SMHI, SEACOR Marine LLC and SEACOR Offshore, the “SEACOR Marine Group Parties” and each, a “SEACOR Marine Group Party”), on the one hand, and (b) Operadora de Transportes Maritimos, S.A. de C.V., a company organized under the Laws of Mexico (“OTM”), CME Drillship Holdings DAC, an Irish Designated Activity Company (“CME Ireland”), and Offshore Vessels Holding, S.A.P.I. de C.V., a company organized under the Laws of Mexico (“OVH” and, together with OTM and CME Ireland, the “OTM Group Parties” and each, an “OTM Group Party”), on the other hand. The SEACOR Marine Group Parties and th
35,000,000 Principal Amount of 4.25% Convertible Senior Notes due 2026 EXCHANGE AGREEMENT (NEW CONVERTIBLE NOTES) Dated as of October 5, 2022 by and among SEACOR MARINE HOLDINGS INC., as Company and THE INVESTORS IDENTIFIED ON SCHEDULE A HERETOExchange Agreement • October 5th, 2022 • SEACOR Marine Holdings Inc. • Deep sea foreign transportation of freight • New York
This EXCHANGE AGREEMENT (NEW CONVERTIBLE NOTES) is entered into as of October 5, 2022, by and among SEACOR MARINE HOLDINGS INC. (the “Company”), a Delaware corporation, and the Investors listed on Schedule A attached hereto.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • October 5th, 2022 • SEACOR Marine Holdings Inc. • Deep sea foreign transportation of freight • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 29th day of September 2022, by and among (i) SEACOR MARINE FOREIGN HOLDINGS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Borrower”), as borrower, (ii) SEACOR MARINE HOLDINGS INC., a corporation incorporated under the laws of the State of Delaware (the “Parent Guarantor”), as parent guarantor, (iii) the entities identified on Schedule 1-A hereto as subsidiary guarantors, (iv) DNB BANK ASA, NEW YORK BRANCH (“DNB Bank”), as facility agent for the Creditors (in such capacity, the “Facility Agent”), as security trustee for the Creditors (in such capacity, the “Security Trustee”), (v) the banks, financial institutions and institutional lenders whose names and addresses are set out in Schedule 1-B hereto, as lenders (together with any assignee pursuant to the terms of Section 10 hereof, the “Lenders”, and each separately, a “Lender”), (vi) the Swap Banks, (vii) DNB MARK
