Exhibit 10.46
AMENDMENT NO. 7
THIS AMENDMENT NO. 7 (this “Amendment”) is made as of the 2nd day of March 2023, and amends and is supplemental to that certain second amended and restated guaranty dated as of September 29, 2022 (as amended, supplemented or otherwise modified from time to time, the “Parent Guaranty”), and is by and among, inter alios, (i) SEACOR Marine Holdings Inc., a corporation incorporated under the laws of the State of Delaware (the “Parent Guarantor”), as parent guarantor, (ii) 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”) and (iii) the Majority Lenders party hereto (the “Consenting Lenders”). Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement.
W I T N E S S E T H
WHEREAS, SEACOR Marine Foreign Holdings Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Borrower”) is party to that certain credit agreement dated as of September 26, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Parent Guarantor has guaranteed the obligations under the Credit Agreement in the Parent Guaranty;
WHEREAS, the Parent Guarantor and the Consenting Lenders party hereto have agreed to execute and deliver this Amendment in order to make certain amendments to the Parent Guaranty as set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment of the Parent Guaranty. The parties hereto agree that Section 4(a)(xvi)(1) of the Parent Guaranty shall be amended by replacing the phrase “December 31, 2022” with “June 30, 2023”.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
SEACOR MARINE HOLDINGS INC., | |
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By: | /s/ Jesús Llorca |
Name: | Jesús Llorca |
Title: | Executive Vice President and Chief Financial Officer |
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SEACOR MARINE FOREIGN HOLDINGS INC., | |
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By: | /s/ Jesús Llorca |
Name: | Jesús Llorca |
Title: | Executive Vice President |
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DNB BANK ASA, NEW YORK BRANCH | |
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By: | /s/ Daniel Vicino |
Name: | Daniel Vicino |
Title: | Assistant Vice President |
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By: | /s/ Samantha Stone |
Name: | Samantha Stone |
Title: | Vice President |
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DNB CAPITAL LLC, | |
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By: | /s/ Andreas K. Hundven |
Name: | Andreas K. Hundven |
Title: | Vice President |
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By: | /s/ Andrew J. Shohet |
Name: | Andrew J. Shohet |
Title: | Senior Vice President |
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CLIFFORD CAPITAL PTE. LTD. | |
as Lender | |
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By: | /s/ Wong Shyr Kong (Huang Shigang) |
Name: | Wong Shyr Kong (Huang Shigang) |
Title: | Co-Head, Risk |
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DEUTSCHE BANK AG, | |
as Lender | |
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By: | /s/ Simon Glennie |
Name: | Simon Glennie |
Title: | Managing Director |
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By: | /s/ James Kyle |
Name: | James Kyle |
Title: | Managing Director |
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HANCOCK WHITNEY BANK, | |
as Lender | |
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By: | /s/ Tommy D. Pitre |
Name: | Tommy D. Pitre |
Title: | Senior Vice President |
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