LIMITED GUARANTEELimited Guarantee • December 18th, 2020 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • Delaware
LIMITED GUARANTEE, dated as of December 4, 2020 (this “Limited Guarantee”), by American Industrial Partners Capital Fund VII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of SEACOR Holdings Inc., a Delaware corporation (the “Guaranteed Party”). Reference is made to that certain Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) among Safari Parent, Inc., a Delaware corporation (“Parent”), Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”), and the Guaranteed Party. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (a) Merger Sub will commence a tender offer (the “Offer”) to acquire each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time, and (b) as soon as practicable after the Offer Acceptance Time, Merger Sub will be merged with and into the Company, with the Company survi
AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND VII, L.P. New York, New York 10017Equity Commitment Letter • December 18th, 2020 • Seacor Holdings Inc /New/ • Deep sea foreign transportation of freight • Delaware
Reference is hereby made to the Agreement and Plan of Merger, dated on or about the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SEACOR Holdings Inc., a Delaware corporation (the “Company”), Safari Parent, Inc., a Delaware corporation (“Parent”), and Safari Merger Subsidiary, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, (a) Merger Sub will commence a tender offer (the “Offer”) to acquire each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time and (b) as soon as practicable after the Offer Acceptance Time, Merger Sub will be merged with and into the Company, with the Company surviving such merger and becoming a wholly-owned subsidiary of Parent (the “Merger”, and together with the Offer, the “Acquisition”). Capitalized terms used and not defined herein shall have the me
