Exhibit 4.5

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LOAN AGREEMENT

PROVIDING FOR A

SENIOR SECURED TERM LOAN OF
UP TO $80,500,000

TO BE MADE AVAILABLE TO

FALCON GLOBAL LLC, FALCON PEARL LLC AND FALCON DIAMOND LLC,

as Joint and Several Borrowers

BY

DNB MARKETS, INC., CLIFFORD CAPITAL PTE. LTD. and NIBC BANK N.V.

as Mandated Lead Arrangers

and

DNB MARKETS, INC.
as Book Runner

and

DNB BANK ASA, New York Branch,
as Facility Agent and Security Trustee

and

THE FINANCIAL INSTITUTIONS IDENTIFIED ON SCHEDULE 1,

as Lenders

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as of August 3, 2015

TABLE OF CONTENTS

SENIOR SECURED TERM LOAN AGREEMENT

THIS SENIOR SECURED TERM LOAN AGREEMENT (this “ Agreement ”) is made as of the 3rd day of August, 2015, by and among (i) FALCON GLOBAL LLC (“ Falcon Global ”), FALCON PEARL LLC (“ Falcon Pearl ”) and FALCON DIAMOND LLC (“ Falcon Diamond ”), each a limited liability company organized under the laws of the Republic of the Marshall Islands, as joint and several borrowers (each, a “ Borrower ” and collectively, the “ Borrowers ”), (ii) DNB MARKETS, INC. (“ DNB Markets ”), CLIFFORD CAPITAL PTE. LTD. and NIBC BANK N.V. as mandated lead arrangers (in such capacity, the “ Mandated Lead Arrangers ”), (iii) DNB Markets as book runner (in such capacity, the “ Book Runner ”), (iv) DNB BANK ASA, New York Branch (“ DNB Bank ”), as facility agent for the Creditors (in such capacity, the “ Facility Agent ”) and as security trustee for the Creditors (in such capacity, the “ Security Trustee ”), and (v) the banks, financial institutions and institutional lenders whose names and addresses are set out in Schedule 1 hereto, as lenders (together with any assignee pursuant to the terms of Section 10 hereof, the “ Lenders ”, and each separately, a “ Lender ”).

WITNESSETH THAT:

WHEREAS, The Lenders have severally agreed to make available to the Borrowers, on a joint and several basis, a senior secured term loan facility in the amount of up to $80,500,000.00 to finance, in part, the construction costs of the Vessels (as defined herein).

WHEREAS, Subject to the terms and conditions set forth herein, the Lenders agree to lend such amounts and extend such credit on the terms and conditions of this Agreement.

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 set forth below:

1.1     Specific Definitions . In this Agreement the words and expressions specified herein, including in the preamble hereof, shall, except where the context otherwise requires, have the meanings attributed to them below:

1.2     Computation of Time Periods; Other Definitional Provisions . In this Agreement, the Note, the Security Documents and any Interest Rate Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; words importing either gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement, the Note or such Security Document or any Interest Rate Agreement, as applicable; references to agreements and other

contractual instruments (including any Transaction Document) shall be deemed to include all subsequent amendments, amendments and restatements, supplements, extensions, replacements and other modifications to such instruments effected in accordance with the terms of this Agreement (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of the Transaction Documents); references to any matter that is “approved” or requires “approval” of a party shall mean approval given in the sole and absolute discretion of such party unless otherwise specified; words importing the plural include the singular and vice versa.

1.3     Accounting Terms . Unless otherwise specified herein, all accounting terms used in this Agreement, the Note, the Security Documents and any Interest Rate Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Facility Agent or the Lenders, as the case may be, under this Agreement shall be prepared, in accordance with generally accepted accounting principles for the United States (“ GAAP ”) as amended from time to time including amendments to GAAP made as a result of the conformity of GAAP to International Financial Reporting Standards in effect.

1.4     Certain Matters Regarding Materiality . To the extent that any representation, warranty, covenant or other undertaking of any Borrower in this Agreement is qualified by reference to those which are not reasonably expected to result in a “Material Adverse Effect” or language of similar import, no inference shall be drawn therefrom that the Facility Agent, Security Trustee or Lenders have knowledge or approves of any noncompliance by such Borrower with any governmental rule.

1.5     Forms of Documents . Except as otherwise expressly provided in this Agreement, references to documents or certificates “substantially in the form” of Exhibits to another document shall mean that such documents or certificates are duly completed in the form of the related Exhibits with substantive changes subject to the provisions of Section 17.7 of this Agreement, as the case may be, or the correlative provisions of the Security Documents and any Interest Rate Agreement.

2.1     Representations and Warranties . In order to induce the Creditors to enter into this Agreement and to make the Loan available to the Borrowers, each of the Borrowers hereby represents and warrants to the Creditors (which representations and warranties shall survive the execution and delivery of this Agreement, the Note, and the drawdown of the Loan hereunder) that:

(a)     Due Organization and Power . It is duly formed or organized, as the case may be and is validly existing in good standing under the laws of its jurisdiction of formation, has full power to carry on its business as now being conducted and to enter into and perform its obligations under the Transaction Documents to which it is a party, and has complied with all statutory, regulatory and other requirements relative to such business and such agreements;

(b)     Authorization and Consents . All necessary corporate or limited liability company action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit it to enter into and perform its obligations under Transaction Documents to which it is a party and to borrow, service and repay the Loan and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Loan or any part thereof;

(c)     Binding Obligations . Each Transaction Document to which it is a party constitutes or will, when executed and delivered, constitute the legal, valid and binding obligations of such Borrower, enforceable against it in accordance with the respective terms of such Transaction Document, except to the extent that such enforcement may be limited by equitable principles, principles of public policy or applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights;

(d)     No Violation . The execution and delivery of, and the performance of the provisions of each of the Transaction Documents to which it is party do not contravene any applicable law or regulation existing at the date hereof material to the conduct of its business or any contractual restriction binding on it or its certificate of formation or operating agreement (or equivalent instruments) and that the proceeds of the Loan shall be used by the Borrowers exclusively for their own account;

(e)     Filings; Stamp Taxes . Other than the recording of the Mortgages with the Maritime Administrator’s office of the Republic of the Marshall Islands and the filing of Uniform Commercial Code financing statements in the District of Columbia in respect of the Assignments and any other relevant Transaction Document and the payment and filing or recording fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of the Transaction Documents that any of them or any document relating thereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Transaction Documents;

(f)     Litigation . No action, suit or proceeding is pending or threatened against it before any court, board of arbitration or administrative agency which is reasonably likely to result in a Material Adverse Effect;

(g)     No Default . It is not in default under any material agreement by which it is bound, or is in default in respect of any financial commitments or obligations which in the aggregate exceed $1,000,000;

(h)     Vessels . Each Vessel:

(i)     Insurance . It has insured its properties and assets against such risks and in such amounts as are customary for companies engaged in similar businesses;

(j)     Financial Information . On or prior to the date hereof, all financial statements, information and other data furnished by it to the Facility Agent or the Lenders, as the case may be, are complete and correct, such financial statements have been prepared in accordance with GAAP and accurately and fairly present the financial condition of the parties covered thereby as of the respective dates thereof and the results of the operations thereof for the period or respective periods covered by such financial statements and it has no material contingent obligations, liabilities for taxes or other outstanding financial obligations;

(k)     Tax Returns . It has filed all tax returns required to be filed by it and has paid all taxes payable by it which have become due, other than those not yet delinquent and except for those taxes being contested in good faith and by appropriate proceedings or other acts and for which adequate reserves shall have been set aside on its books;

(l)     ERISA . No ERISA Funding Event, ERISA Termination Event, Foreign Termination Event or Foreign Underfunding exists or has occurred, or is reasonably expected to exist or occur with respect to any Plan maintained or contributed to by it or any ERISA Affiliate of it, that, when taken together with all other ERISA Funding Events, ERISA Termination Events, Foreign Termination Events and Foreign Underfundings that exist or have occurred, or which would reasonably be expected to exist or occur, could reasonably be expected to, insofar as ERISA applies thereto, result in it or any ERISA Affiliate of it incurring any liability, fine or penalty that would have a Material Adverse Effect. The execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code;

(m)     Chief Executive Offices . Each Borrower’s chief executive office and chief place of business and the office in which the records relating to its earnings and other receivables are kept is located at 7910 Main Street, 2 ^nd Floor, Houma, LA 70360.

(n)     Equity Ownership . (i) as of the date hereof, Falcon Global LLC is directly and beneficially owned fifty percent (50%) by Montco Global, LLC, and fifty percent (50%) by SEACOR LB Offshore (MI) LLC and (ii) each of Falcon Pearl LLC and Falcon Diamond LLC is directly and beneficially owned one hundred percent (100%) by Falcon Global LLC;

(o)     Environmental Matters and Claims . (a) Except as heretofore disclosed in writing to the Facility Agent (i) each of the Borrowers will, when required under applicable law to operate its business as then being conducted, be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements to which any is a party relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products (“ Materials of Environmental Concern ”), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (“ Environmental Laws ”); (ii) each of the Borrowers will, when required under applicable law, have all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws (“ Environmental Approvals ”) and will, when required under applicable law, be in compliance with all Environmental Approvals required to operate their business as then being conducted; (iii) each of the Borrowers has not received any notice of any claim, action, cause of action, investigation or demand by any person, entity, enterprise or Governmental Authority, alleging potential liability for, or a requirement to incur, material investigator costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorneys’ fees and

expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such person, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval (“ Environmental Claim ”) (other than Environmental Claims that have been fully and finally adjudicated or otherwise determined and all fines, penalties and other costs, if any, payable by it in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)); and (iv) there are no circumstances that may prevent or interfere with such full compliance in the future; and (b) except as heretofore disclosed in writing to the Facility Agent there is no Environmental Claim pending or threatened against any of the Security Parties and there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Concern, that could form the basis of any Environmental Claim against a Borrower, the adverse disposition of which is reasonably likely to result in a Material Adverse Effect;

(p)     Liens . In respect of each Borrower, there are no liens of any kind on any property owned by it other than Permitted Liens;

(q)     Indebtedness . The Borrowers have no Indebtedness other than the Indebtedness contemplated by this Agreement;

(r)     Payment Free of Taxes . Subject to compliance with Section 7.4, all payments made or to be made by it under or pursuant to the Transaction Documents shall be made free and clear of, and without deduction or withholding for an account of, any Taxes;

(s)     No Proceedings to Dissolve . There are no proceedings or actions pending or contemplated by any Borrower, or to its knowledge contemplated by any third party, to dissolve or terminate any Borrower;

(t)     Solvency . With respect to any Borrower, (i) the sum of its assets, at a fair valuation, does and will exceed its liabilities, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, (ii) the present fair market salable value of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its then existing debts, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, as they mature, (iii) it does not and will not have unreasonably small working capital with which to continue its business and (iv) it has not incurred, does not intend to incur and does not believe it will incur, debts beyond its ability to pay such debts as they mature;

(u)     Compliance with Laws . It is in compliance with all applicable laws except where the failure to comply would not, alone or in the aggregate, be reasonably likely to result in a Material Adverse Effect;

(v)     Investment Company . It is not required to be registered as an “investment company” (as defined in the Investment Company Act of 1940, as amended);

(w)     Margin Stock . None of the proceeds of the Loan will be used to purchase or carry margin stock within the meanings of Regulations T, U or X of the Board of Governors of the Federal Reserve System; no Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System;

(z)     Sanctions and Anti-Money Laundering Laws . Each of the Borrowers and

their respective Subsidiaries, and, to the knowledge of the Borrowers, any Related Party of the foregoing, is and has been in compliance with Anti-Money Laundering Laws. None of the Borrowers, nor any of their Subsidiaries, nor any of their directors and officers, is (i) a Restricted Party; (ii) in breach of Sanctions; or (iii) to their knowledge subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any breach or alleged breach of Sanctions. None of the Borrowers, nor any of their respective Subsidiaries, are using or have used the Loan or the proceeds from the Loan, directly or indirectly, to lend, contribute, provide or otherwise make available funds to (1) a Restricted Party, or (2) a person or entity for the purpose of engaging in any activities targeted by, or in violation of, Sanctions or Anti-Money Laundering Laws, or that will otherwise result in a violation of Sanctions and Anti-Money Laundering Laws by such Security Party or such Subsidiary, or, to the knowledge of the Security Parties, any Related Party of the foregoing;

(aa)     Material Adverse Change . Since March 31, 2015 no material adverse change has occurred with respect to its financial condition or operations;

(bb)     Collateral . All filings and other actions necessary or desirable to perfect and protect the security interest in the Collateral created under the Security Documents (as then in effect) have been duly made or taken and are in full force and effect, and the Security Documents (as then in effect) to which it is a party create in favor of the Security Trustee, for the benefit of the Creditors, a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral, securing the payment of the obligations of the Security Parties under the Transaction Documents, and all filings and other actions

necessary or desirable to perfect and protect such security interest have been duly taken. The relevant Borrower is the legal and beneficial owner of the Collateral created under the Security Documents to which it is a party, free and clear of any Lien, except for the liens and security interests created or permitted under the Security Documents. Each Ship Mortgage, when executed and delivered, creates in favor of the Security Trustee for the benefit of the Lenders a legal, valid, and enforceable first preferred mortgage lien over the whole of the applicable Vessel; and

(cc)     Survival . All representations, covenants and warranties of the Borrowers and the other Security Parties made herein and in any certificate or other document delivered pursuant hereto or in connection herewith shall survive the making of the Loan and the issuance of the Note.

3.1     Purposes . The Lenders shall make the Loan available to the Borrowers to provide pre- and post- Delivery Date part financing for the Vessels.

3.2     The Loan . Each of the Lenders, relying upon each of the representations and warranties set out in Section 2, as well as each of the representations, covenants and warranties set out in the other Transaction Documents, hereby severally and not jointly agrees with the Borrowers that, subject to and upon the terms of this Agreement, it will, on the relevant Drawdown Date, advance its portion of the relevant Tranche to the Borrowers at the address of the Borrowers set forth in Section 16.1 or at such other place as the Borrowers may direct in writing, not later than 11:00 a.m. (New York time) on the Drawdown Date. Tranche A shall be available during the relevant Availability Period to the Borrowers to finance Project Costs in multiple Advances, estimated as of the date hereof to be required at the times and in the amounts as set forth on the Drawdown Schedule, which times and amounts are subject to change to be notified to the Facility Agent, provided that the relevant Equity Contribution relating to the Project Cost as set forth on the Drawdown Schedule shall have been paid to the Builder by the Borrowers.

Tranche B shall be available in multiple Advances to finance the Project Costs during the relevant Availability Period. Prior to the relevant Delivery Date of a Vessel and so long as Acceptable EBITDA Backlog is at least $10,000,000, Advances made under Tranche B relating to a Vessel shall not exceed $5,000,000. After the relevant Delivery Date of the applicable Vessel, if (i) Acceptable EBITDA Backlog is greater than $10,000,000 but less than $20,000,000, 50% of the Total Tranche B Amount shall be available to the Borrowers, or (ii) Acceptable EBITDA Backlog is equal to or greater than $20,000,000, 100% of the then remaining amount under Tranche B shall be available to draw.  The amount of the relevant Advance made under Tranche B shall be made pro rata with the Equity Contribution to be made by the Borrowers. In the event that Acceptable EBITDA Backlog increases subsequent to the making of an Advance under Tranche B, but during the Availability Period, such that the Borrowers would be entitled to borrow all of Tranche B, the Borrowers shall be permitted to request an additional Advance. No Advances under Tranche B shall be available if Acceptable EBITDA Backlog is less than $10,000,000. Any portion of the Commitment not drawn within the relevant Availability Period shall be cancelled and the amount of the Loan shall be reduced proportionately.

3.3     Drawdown Notice . The Borrowers shall serve a notice (a “ Drawdown Notice ”), substantially in the form of Exhibit I hereto, on the Facility Agent no later than 12:00 p.m. (noon) (New York time) four (4) Banking Days prior to the date of the proposed making of the relevant Advance relating to the Loan (or such earlier date acceptable to the Lenders in their sole discretion). The Drawdown Notice shall (a) be in writing addressed to the Facility Agent, (b) be effective on receipt by the Facility Agent, (c) specify the Banking Day on which the relevant Advance is to be drawn and the particular Vessel to which such Advance relates, (d) specify the amount of the relevant Advance, and the relevant Tranche to which such Advance relates, (e) specify the Interest Period requested by the Borrower, (f) specify the disbursement instructions and (g) be irrevocable. The Majority Lenders may in their sole discretion waive the requirement for the aforementioned Drawdown Notice.

3.4     Effect of Drawdown Notice . Delivery of a Drawdown Notice shall be deemed to constitute a warranty by each of the Borrowers (a) that the representations and warranties stated in Section 2 (updated mutatis mutandis ) are true and correct on and as of the date of such Drawdown Notice and will be true and correct on and as of such Drawdown Date as if made on such date, (b) that the representations and warranties stated in the other Transaction Documents (updated mutatis mutandis ) are true and correct on and as of the date of the relevant Drawdown Notice and will be true and correct on and as of such Drawdown Date as if made on such date and (c) that no Event of Default nor any Default has occurred and is continuing.

3.5     Commitment Fee . The Borrowers agree to pay the Facility Agent for distribution to each Lender the Commitment Fee. The Commitment Fee shall begin to accrue five (5) days after the Closing Date and shall be due and payable quarterly in arrears on the last day of each of September, December, March and June in each year and on the last day of the Availability Period (or, if earlier, the date upon which the Commitment is terminated in its entirety).

4.1     Conditions Precedent to the Closing Date . The obligation of the Lenders to make the Loan available to the Borrowers under this Agreement shall be expressly subject to the following conditions precedent:

(a)     Corporate Authority . The Facility Agent shall have received the following documents in form and substance satisfactory to the Facility Agent:

(b)     This Agreement . The Borrowers shall have duly executed and delivered this Agreement to the Facility Agent;

(c)     Guaranty . Each Guarantor shall have duly executed and delivered the Guaranty to the Facility Agent;

(d)     Consent and Agreement . Each Security Party (other than the Borrowers) shall have executed and delivered the Consent and Agreement hereto;

(e)    [ Reserved ];

(f)     Membership Interest Pledge Agreement . A Membership Interest Pledge Agreement with respect to each of the Borrowers duly executed by the Relevant Parent;

(g)     UCC Filings . Each relevant Borrower shall have duly delivered to the Facility Agent the Uniform Commercial Code financing statements for filing with the State of Delaware, the District of Columbia and in such other jurisdictions as the Facility Agent may reasonably require;

(h)     Financial Statements . Each of the Borrowers shall deliver to the Facility Agent consolidated unaudited financial statements, together with a Compliance Certificate, for the period ending March 31, 2015;

(i)     Licenses, Consents and Approvals . The Facility Agent shall have received satisfactory evidence that all necessary licenses, consents and approvals in connection with the transactions contemplated by the Transaction Documents have been obtained;

(j)     Know Your Customer Requirements . The Facility Agent shall have received documentation to its satisfaction in connection with its know your customer requirements, including but not limited to:

(vii)    non-resident declaration forms, if applicable;

(k)    [ Reserved ];

(l)     Withholding Tax . Assurance that any withholding tax will be paid or application to the relevant tax authorities is or will be sent, if relevant;

(m)     Legal Opinions . The Facility Agent shall have received legal opinions addressed to the Lenders from (i) Watson Farley & Williams (New York) LLP, special counsel to the Borrowers and the SEACOR Guarantor, (ii) Baldwin, Haspel, Burke & Mayer, LLC, special counsel to the MONTCO Guarantor, and (iii) Seward & Kissel LLP, special counsel to the Lenders, in each case in such form as the Facility Agent may require, as well as such other legal opinions as the Facility Agent shall have required as to all or any matters under the laws of the United States of America, the State of New York, the State of Delaware, the State of Louisiana and the Republic of the Marshall Islands in a form acceptable to the Facility Agent and its counsel;

(n)     No Event of Default . No Default or Event of Default having occurred and being continuing; and

(o)     Miscellaneous . The Borrowers shall provide to the Facility Agent any such other items as the Facility Agent may reasonably require.

4.2     Conditions Precedent to pre-Delivery Date Advances . The obligation of the Lenders to make an Advance on the occasion of each Drawdown Date (including the Initial Extension of Credit) prior to the relevant Delivery Date of a Vessel shall be expressly and separately subject to the following further conditions precedent on the relevant Drawdown Date (unless any such conditions have on a prior Drawdown Date been satisfied to the Facility Agent’s satisfaction):

(a)     Drawdown Notice . The Facility Agent having received a Drawdown Notice in accordance with the terms of Section 3.

(b)     The Note . The Borrowers shall have duly executed and delivered the Note to the Facility Agent,

(c)     Shipbuilding Contracts . Copies of the Shipbuilding Contracts certified by an officer of the Borrowers as being a true and correct copy thereof.

(d)     Refund Guarantees . Copies of the Refund Guarantees certified by an officer of the Borrowers as being a true and correct copy thereof.

(e)     Material Vendor Contracts . Copies of the Material Vendor Contracts certified by an officer of the Borrowers as being a true and correct copy thereof.

(f)     Builder’s Risk Insurance . Copies of the Builder’s risk insurances certified by an officer of the Borrowers as true and correct thereof.

(g)     Technical Advisor Report . A progress report satisfactory to the Facility Agent from an independent technical advisor appointed by the Facility Agent and acceptable to each of the Lenders, dated no earlier than 90 days (or such other date reasonably satisfactory to the Facility Agent) before the Drawdown Date, describing, inter alia, (i) the progress of the construction of the Vessels and the Builder’s performance with relation thereto, and (ii) confirming the Borrowers’ ability to take delivery of the Vessel within the scheduled time and cost at acceptable quality standards. All costs incurred in connection with the appointment of an independent technical advisor and the progress reports shall be for the account of the Borrowers.

(h)     Fees . The Creditors shall have received payment in full of all fees, costs and expenses due to each thereof pursuant to the terms hereof on the date when due including, without limitation, the Commitment Fee, all fees and expenses due under Section 13 and any fees required to be paid pursuant to the Fee Letter, payable to the Facility Agent for further distribution to the Lenders.

(i)     Representations and Warranties . The representations stated in Section 2 (updated mutatis mutandis to such date) and stated in the other Transaction Documents being true and correct as if made on and as of that date;

(j)     No Event of Default . No Default or Event of Default having occurred and being continuing;

(k)     Bringdown Officer’s Certificates . A bringdown certificate signed by an officer of each Security Party dated the relevant Drawdown Date bringing down each of the certificates, organizational documents and resolutions set forth in Section 4.1(a) and certifying that such certificates, organizational documents and resolutions are true and correct on, before and after giving effect to the Advance and to the application of the proceeds therefrom, as though made on and as of such date;

(l)     No Change in Laws . The Lenders being satisfied that no change in any applicable laws, regulations, rules or in the interpretation thereof shall have occurred which make it unlawful for any Security Party to make any payment as required under the terms of the Transaction Documents;

(m)     No Material Adverse Effect . There having occurred no matter or event which might result in a Material Adverse Effect since the date hereof;

(n)     Security Interests Valid . Evidence satisfactory to the Facility Agent that each of the Security Documents shall be effective to create in favor of the Security Trustee a legal, valid and enforceable first priority security interest in the Collateral and that such security interest is validly perfected. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Facility Agent to protect and preserve such security interests shall have been duly effected;

(o)     Assignment of Shipbuilding Contract and Refund Guarantee . The Assignment of Shipbuilding Contract and Refund Guarantee duly executed by the relevant Borrower and acknowledged by the Builder and the Refund Guarantor;

(p)     Assignment of Builder’s Risk Insurance . The Assignment of Builder’s Risk Insurance duly executed by the relevant Borrower and acknowledged by the underwriter;

(q)     Assignment of Interest Rate Agreement . The Assignment of Interest Rate Agreement, if any;

(r)     Assignment of Material Vendor Contracts . The Assignment of Material Vendor Contracts duly executed by the relevant Borrower and acknowledged by the relevant Material Vendor;

(s)     Legal Opinions . If requested by any Lender, the Facility Agent shall have received legal opinions addressed to the Lenders from (i) Watson Farley & Williams (New York) LLP, special counsel to the Borrowers and the SEACOR Guarantor, (ii) Baldwin, Haspel, Burke & Mayer, LLC, special counsel to the MONTCO Guarantor, and (iii) Seward & Kissel LLP, special counsel to the Lenders, in each case in such form as the Facility Agent may require, as well as such other legal opinions as the Facility Agent shall have required as to all or any matters under the laws of the United States of America, the State of New York, the State of Delaware, the State of Louisiana and the Republic of the Marshall Islands in a form acceptable to the Facility Agent and its counsel;

(t)     UCC Filings . Each relevant Borrower shall have duly delivered to the Facility Agent the Uniform Commercial Code financing statements for filing with the State of Delaware, the District of Columbia and in such other jurisdictions as the Facility Agent may reasonably require;

(u)     Equity Contribution . Evidence satisfactory to the Facility Agent that the Borrowers have paid the relevant Equity Contribution (including the Initial Equity Contribution) required in connection with the relevant Advance as set forth on Schedule 3;

(v)     Invoices . Certified copies of invoices issued by the Builder and/or the Material Vendors in connection with the relevant installment due to it under the Shipbuilding Contract relevant Material Vendor Contract to which the relevant Advance pertains; and

(w)     Assignment of Earnings . Falcon Global shall have duly executed and delivered to the Facility Agent an Assignment of Earnings;

(x)     Miscellaneous . The Borrowers shall provide to the Facility Agent any such other items as the Facility Agent may reasonably require.

4.3     Conditions Precedent to each Delivery Date Advance . The obligation of the Lenders to make an Advance available to the Borrowers under this Agreement on the relevant Delivery Date of a Vessel shall be expressly subject to the following conditions precedent:

(a)     Drawdown Notice . The Facility Agent having received a Drawdown Notice in accordance with the terms of Section 3.

(b)     Representations and Warranties . The representations stated in Section 2 (updated mutatis mutandis to such date) and the other Transaction Documents being true and correct as if made on and as of that date;

(c)     No Event of Default . No Default or Event of Default having occurred and being continuing;

(d)     Bringdown Officer’s Certificates . A bringdown certificate signed by an officer of each Security Party dated the relevant Drawdown Date bringing down each of the certificates, organizational documents and resolutions set forth in Section 4.1(a) and certifying that such certificates, organizational documents and resolutions are true and correct on, before and after giving effect to the Advance and to the application of the proceeds therefrom, as though made on and as of such date;

(e)     No Change in Laws . The Lenders being satisfied that no change in any applicable laws, regulations, rules or in the interpretation thereof shall have occurred which make it unlawful for any Security Party to make any payment as required under the terms of the Transaction Documents;

(f)     No Material Adverse Effect . There having occurred no matter or event which might result in a Material Adverse Effect since the date hereof;

(g)     Security Interests Valid . Evidence satisfactory to the Facility Agent that each of the Security Documents shall be effective to create in favor of the Security Trustee a legal, valid and enforceable first priority security interest in the Collateral and that such security interest is validly perfected. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Facility Agent to protect and preserve such security interests shall have been duly effected;

(h)     The Vessels . On the relevant Delivery Date the Facility Agent shall have received evidence satisfactory to it that each Vessel:

(i)     Evidence of Current COFR . The Facility Agent shall have received evidence of current compliance with any applicable requirement for a Certificate of Financial Responsibility pursuant to the Oil Pollution Act 1990 for each relevant Vessel;

(j)     Operating Account . The Borrowers shall have established the Operating Account with the Account Bank into which Assigned Moneys are to be paid;

(k)     Operating Account Pledges . Falcon Global shall have executed and delivered to the Facility Agent the Operating Account Pledge relating to its Operating Account;

(l)     Accounts Control Agreement . Each of the Borrowers, the Account Bank and the Security Trustee shall have executed and delivered to the Facility Agent the Accounts Control Agreement;

(m)     Mortgages . Each Borrower shall have duly executed, and delivered to the Facility Agent, the Mortgage over each of its Vessels;

(n)     Recording of the Mortgages . The Facility Agent shall have received satisfactory evidence that the Mortgages have been duly recorded under the laws of the Republic of the Marshall Islands, and each such Mortgage constitutes a first preferred mortgage lien under the laws of such jurisdiction;

(o)     Assignments . Each relevant Borrower shall have duly executed and delivered to the Facility Agent:

(p)     Vessels Liens . Each relevant Borrower shall deliver to the Facility Agent evidence satisfactory to it and to its counsel that, save for the liens created by the Mortgage and the Assignments, there are no liens, charges or encumbrances of any kind whatsoever on a Vessel, or on its earnings except as permitted hereby or by any of the Security Documents;

(q)     Compliance with ISM Code, ISPS Code, Annex VI and MTSA . Each relevant Borrower shall deliver to the Facility Agent evidence satisfactory to it and to its counsel that each Vessel complies and the Operator complies with the requirements of the ISM Code, ISP Code, Annex VI and MTSA including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and the Facility Agent shall have received a copy of the DOC, SMC, ISSC and IAPPC for the relevant Vessel;

(r)     No Threatened Withdrawal of DOC, ISSC, SMC or IAPPC . Each relevant Borrower shall deliver to the Facility Agent a certificate of such Borrower certifying that there is no actual or, to the best of such Borrower’s knowledge, threatened withdrawal of any Operator’s DOC, ISSC, SMC, IAPPC or other certification or documentation related to the ISM Code, ISPS Code, Annex VI or otherwise required for the operation of each Vessel or in respect to any of such Borrower’s Vessels;

(s)     Vessel Appraisals . The Facility Agent shall have received an appraisal of the Fair Market Value of the applicable Vessel from an Approved Broker, in form and substance satisfactory to the Facility Agent;

(t)     Insurance Report . The Facility Agent shall have received a detailed report from a firm of independent marine insurance consultants appointed by the Facility Agent in respect of the insurances on the applicable Vessel, in form and substance satisfactory to the Facility Agent, the cost of such report to be for the account of the relevant Borrower;

(u)     Vessel Manager Documents . Each Vessel Manager shall have duly executed and delivered to the Facility Agent the Vessel Manager’s Undertaking relating to the relevant Vessel together with a copy of the management agreement between the Vessel Manager and the relevant Borrower;

(v)     Legal Opinions . The Facility Agent shall have received legal opinions addressed to the Lenders from (i) Watson Farley & Williams (New York) LLP, special counsel to the Borrowers, and (ii) Seward & Kissel LLP, special counsel to the Lenders, in each case in such form as the Facility Agent may require, as well as such other legal opinions as the Facility Agent shall have required as to all or any matters under the laws of the United States of America,

(w)     Equity Contribution . Evidence satisfactory to the Facility Agent that the Borrowers have paid the Equity Contribution required in connection with the relevant Advance as set forth on Schedule 3;

(x)     Invoices . Certified copies of invoices issued by the Builder and/or the Material Vendors in connection with the relevant installment due to it under the Shipbuilding Contract relevant Material Vendor Contract to which the relevant Advance pertains; and

(y)     Miscellaneous . The Borrowers shall provide to the Facility Agent any such other items as the Facility Agent may reasonably require.

4.4     Conditions Precedent to each Advance in connection with Tranche B . The obligation of the Lenders to make that portion of the Loan available to the Borrowers in connection with Tranche B shall be expressly subject to the following conditions precedent:

(a)     Drawdown Notice . The Facility Agent having received a Drawdown Notice in accordance with the terms of Section 3;

(b)     Representations and Warranties . The representations stated in Section 2 (updated mutatis mutandis to such date) and stated in the other Transaction Documents being true and correct as if made on and as of that date;

(c)     No Event of Default . No Default or Event of Default having occurred and being continuing;

(d)     Bringdown Officer’s Certificates . A bringdown certificate signed by an officer of each Security Party dated the relevant Drawdown Date bringing down each of the certificates, organizational documents and resolutions set forth in Section 4.1(a) and certifying that such certificates, organizational documents and resolutions are true and correct on, before and after giving effect to the Advance and to the application of the proceeds therefrom, as though made on and as of such date;

(e)     No Change in Laws . The Lenders being satisfied that no change in any applicable laws, regulations, rules or in the interpretation thereof shall have occurred which make it unlawful for any Security Party to make any payment as required under the terms of the Transaction Documents;

(f)     No Material Adverse Effect . There having occurred no matter or event which might result in a Material Adverse Effect since the date hereof;

(g)     Security Interests Valid . Evidence satisfactory to the Facility Agent that each of the Security Documents shall be effective to create in favor of the Security Trustee a legal, valid and enforceable first priority security interest in the Collateral and that such security interest is validly perfected. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Facility Agent to protect and preserve such security interests shall have been duly effected;

(h)     Equity Contribution . Evidence satisfactory to the Facility Agent that the Borrowers have paid to the Builder its Equity Contribution as set forth on Schedule 3;

(i)     Invoices . Certified copies of invoices issued by the Builder and/or the Material Vendors in connection with the relevant installment due to it under the Shipbuilding Contract and/or the relevant Material Vendor Contract to which the relevant Advance pertains;

(j)     Acceptable EBITDA Backlog . Evidence satisfactory to the Facility Agent as to Acceptable EBITDA Backlog; and

(k)     Miscellaneous . The Borrowers shall provide to the Facility Agent any such other items as the Facility Agent may reasonably require.

4.5     Breakfunding Costs . In the event that, on the date specified for the making of the Advance in the relevant Drawdown Notice, any Lender shall not be obliged under this Agreement to make the relevant Advance or any portion thereof available, each Borrower, shall indemnify and hold such Lender fully harmless against any losses which such Lender may sustain as a result of borrowing or agreeing to borrow funds to meet the drawdown requirement of such Drawdown Notice and the certificate of such Lender shall, absent manifest error, be conclusive and binding on such Borrower as to the extent of any such losses.

5.1     Repayment . Each of the Borrowers shall, on a joint and several basis, repay the principal amount of the Loan in quarterly installments commencing on the Initial Payment Date. The amount of each quarterly installment shall (A) for Tranche A be calculated from the Initial Payment Date and be in an amount of 1/40th of all Advances outstanding on the Initial Payment Date and (B) for Tranche B be in an amount of 1/40th of the Total Tranche B Amount based on the Fair Market Value of the Vessel to which such Tranche relates (and if the Fair Market Value of the second Vessel is not then available, assuming the same Fair Market Value for both Vessels), and to the extent Tranche B is not fully drawn on any repayment date, such installment shall be in the form of a commitment reduction of the same amount, and in the case of both Tranche A and Tranche B, a balloon payment, together with all accrued and unpaid interest and other amounts owed by any Security Party shall be paid on the Final Payment Date. Prior to the Initial Payment Date, the Facility Agent shall provide the Borrowers with a repayment schedule which shall be attached as an exhibit hereto and be made a part hereof. Such repayment schedule shall be updated by the Facility Agent after each Advance made subsequent to the Facility providing the initial repayment schedule with the last such update to be provided once the entire Loan is drawn or at the end of the Availability Period, whichever is earlier. Each such schedule shall be delivered to the Borrowers and the Lenders and attached as an exhibit hereto replacing the prior delivered schedule, and be made a part hereof.

5.2     Voluntary Prepayment . Subject to delivery of the notices and the minimum payment amounts required by this Section 5.2, the Borrowers may, at their option, on any Banking Day, prepay all or any portion of the Loan. The Borrowers shall compensate the Lenders for any loss, cost (including breakage costs) or expense incurred by them as a result of a prepayment made on any day other than the last day of the applicable Interest Period in accordance with the provisions of Section 11.5 or 5.5, as the case may be. Prepayments shall be without penalty or premium, other than the amounts payable under Section 5.5. Any prepayment shall be in a minimum amount of One Million Dollars ($1,000,000) or the full amount of the Loan then outstanding. The Borrowers shall deliver to the Facility Agent notice of such prepayment not less than five (5) Banking Days prior to the date on which the Borrowers intend to make such prepayment (which notice shall be irrevocable and shall specify the date and amount

of prepayment). Any amount prepaid may not be redrawn and shall be applied against scheduled repayments, including the balloon payment on the Final Payment Date, on a pro rata basis.

5.3     Borrower’s Obligations Absolute . Each Borrower’s obligations to pay each Creditor hereunder and under the Note shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof and thereof, under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any or all of the Borrowers may have or have had against any Creditor.

5.4     Mandatory Prepayment; Sale or Loss; cancellation of Shipbuilding Contract; cancellation of a Material Vendor Contract . Upon (a) the sale of a Vessel, (b) the cancellation of any Shipbuilding Contract, (c) the date that one hundred and eighty (180) days after the cancellation of any Material Vendor Contract, unless such Material Vendor Contract is replaced with a contract reasonably acceptable to the Lenders within such one hundred and eighty (180) day period, or (d) the earlier of (x) ninety (90) days after the actual, constructive or compromised loss of a Vessel, or two hundred and seventy (270) days after the requisition of title, nationalization, confiscation or expropriation of a Vessel or (y) the date on which the insurance proceeds in respect of such loss are received by a Borrower, the Borrowers shall repay the Loan in an amount equal to the then outstanding amount of the Loan as it pertains to such Vessel (including accrued but unpaid interest). At the Borrowers’ option, an amount equal to the mandatory prepayment due under this Section 5.4 may be held by the Lenders as cash collateral in an interest bearing account, with interest (if any) for the benefit of the Borrowers until the end of the then current Interest Period, at which time such amount shall be applied towards the mandatory prepayment of the Loan. Any amount prepaid may not be redrawn and shall be applied against scheduled repayments, including the balloon payment on the Final Payment Date, on a pro rata basis.

5.5     Interest and Costs with Prepayments/Application of Prepayments . Any prepayment of the Loan made hereunder (including, without limitation, those made pursuant to Section 5) shall be subject to the condition that on the date of prepayment by or on behalf of the Borrowers all accrued interest to the date of such prepayment shall be paid in full or portions thereof being prepaid, together with any and all costs or expenses of any Lender in connection with any breaking of funding for prepayments other than on the last day of the applicable Interest Period (as certified by the Facility Agent, which certification shall, absent any manifest error, be conclusive and binding on the Borrowers). All prepayments of the Loan shall be applied towards the remaining installments on a pro rata basis. No amounts pre-paid or repaid will be available for re-borrowing.

6.1     Applicable Rate . The Borrowers shall pay to the Lenders (on a joint and several basis) interest on the unpaid principal amount of the Loan for the period commencing on the Closing Date until but not including the stated maturity thereof (whether by acceleration or otherwise) or the date of prepayment thereof at the Applicable Rate, which shall be the rate per annum

which is equal to the aggregate of (a) LIBOR for the relevant Interest Period (provided that, if LIBOR is below zero, LIBOR shall be deemed to be zero), plus (b) the Margin plus (c) Mandatory Costs, if any. The Margin for each interest payment shall be determined by reference to twelve (12) months trailing EBITDA at the time of determination; provided , however , that no change in the Margin shall be effective until three (3) Banking Days after the date on which the Facility Agent receives or was entitled to receive the financial statements and the corresponding Compliance Certificate required to be delivered pursuant to Section 9.1(d). The Facility Agent shall promptly notify the Borrowers and the Lenders in writing of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers. The Borrowers covenant and agree to pay interest on the Advances on the last day of each Interest Period and, if any Interest Period exceeds three months, on each three month anniversary of the date of the commencement of such Interest Period. It is hereby agreed that (x) prior to the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than six (6) Interest Periods in the aggregate in effect at any time applicable to the Loan and (y) after the end of the Availability Period, the Interest Periods relating to each Tranche shall be consolidated so that there shall be no more than two (2) Interest Periods in the aggregate in effect at any time applicable to the Loan.

6.2     Default Rate . Notwithstanding the foregoing, each of the Borrowers agrees that after the occurrence and during the continuance of an Event of Default, the Loan and any other outstanding amount under the Transaction Documents shall bear interest at the Default Rate. In addition, each of the Borrowers hereby promises to pay interest at the Default Rate on any other amount payable by the Borrowers hereunder or under any other Transaction Document which shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period commencing on the due date thereof until but not including the date the same is paid. Any interest at the Default Rate (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of the then applicable Interest Period but will remain immediately due and payable.

6.3     Interest Notice . The Borrowers shall give the Facility Agent an Interest Notice specifying the Interest Period selected at least three (3) Banking Days prior to the end of any then existing Interest Period, which notice the Facility Agent agrees to forward on to all Lenders as soon as practicable. If at the end of any then existing Interest Period the Borrowers fail to give an Interest Notice, the relevant Interest Period shall be three (3) months. No Interest Period may extend beyond the Final Payment Date. The Borrowers’ right to select an Interest Period shall be subject to the restriction that no selection of an Interest Period shall be effective unless each Lender is satisfied that the necessary funds will be available to such Lender for such period. The delivery of an Interest Notice shall be deemed to constitute a warranty by each of the Borrowers (a) that the representations and warranties stated in Section 2 (updated mutatis mutandis ) and stated in the other Transaction Documents are true and correct on and as of the date of the Drawdown Notice and will be true and correct as if made on the date of such Interest Notice and (b) that no Event of Default or Default shall have occurred and be continuing.

6.4     Maximum Interest . Anything in this Agreement or the Note to the contrary notwithstanding, the interest rate on the Loan shall in no event be in excess of the maximum rate permitted by Applicable Law.

7.1     Place of Payments, No Set Off . All payments to be made hereunder by each of the Borrowers shall be made to the Facility Agent, not later than 11 a.m. New York time (any payment received after 3 p.m. New York time shall be deemed to have been paid on the next Banking Day) on the due date of such payment, at its office located at 200 Park Avenue, New York, New York 10166, USA or to such other office of the Facility Agent as the Facility Agent may direct, without set-off or counterclaim and free from, clear of, and without deduction or withholding for, any Taxes except as compelled by law, provided, however, that if any of the Borrowers shall at any time be compelled by law to withhold or deduct any Taxes from any amounts payable to the Lenders hereunder, then such Borrower shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received by the Lenders after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, such Borrower shall promptly send to the Facility Agent such documentary evidence with respect to such withholding or deduction as may be required from time to time by the Lenders.

7.2     Tax Credits . If a Lender obtains the benefit of a credit against the liability thereof for federal income taxes imposed by any taxing authority for all or part of the Taxes as to which any Borrower has paid additional amounts as aforesaid, then such Lender shall pay an amount to the relevant Borrower which such Lender determines will leave it (after such payment) in the same position as it would have been had the Tax payment not been made by such Borrower. Each Lender agrees that in the event that Taxes are imposed on account of the situs of its loans hereunder, such Lender, upon acquiring knowledge of such event, shall, if commercially reasonable and if, in the opinion of such Lender, it is not prejudicial to it, shift such loans on its books to another office of such Lender so as to avoid the imposition of such Taxes. Nothing contained in this clause shall in any way prejudice the right of the Lenders to arrange their tax affairs in such way as they, in their sole discretion, deem appropriate. In particular, a Lender shall not be required to obtain such tax credit, if this interferes with the way such Lender normally deals with its tax affairs.

7.3     Exclusion of Gross-up for Taxes . None of the Borrowers shall be required to pay any additional amounts to or for the account of any Lender pursuant to Section 7.1 to the extent that:

(a)    the applicable Lender was not an original party to this Agreement and under applicable law (after taking into account relevant treaties and assuming that such Lender has provided all forms it may legally and truthfully provide) on the date such Lender became a party to this Agreement, withholding of Taxes would have been required on such payment, provided that this exclusion shall not apply to the extent such withholding does not exceed the withholding that would have been applicable if such payment had been made to the applicable Lender that was an original party to this Agreement;

(b)    the applicable Lender has changed its lending office and under applicable law (after taking into account relevant treaties and assuming that such Lender has provided all forms it may legally and truthfully provide) on the date such Lender changed its lending office, withholding of Taxes would have been required on such payment, provided that this exclusion shall not apply to the extent such withholding does not exceed the withholding that would have been applicable to such payment and with respect to which such Lender would have been entitled to receive additional amounts pursuant to Section 7.1 hereof if such Lender had never changed its lending office; or

(c)    withholding would not have been required on such payment if such Lender had complied with its obligations to deliver certain tax forms pursuant to Section 7.4 below.

7.4     Delivery of Tax Forms .

(a)    On or prior to the date hereof (or in the case of a transferee Lender, the date that it becomes a party to this Agreement), and thereafter when reasonably requested by a Borrower, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “ Non-U.S. Lender ”) shall deliver to the Facility Agent two properly completed and duly executed copies of (as applicable) IRS Form W-8BEN-E, W-8ECI or W-8IMY or, upon request of a Borrower or the Facility Agent, any subsequent versions thereof or successors thereto, in each case claiming a reduced rate (which may be zero) of U.S. federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, on or prior to the date hereof (or in the case of a transferee Lender, the date that it becomes a party to this Agreement), and thereafter when reasonably requested by a Security Party, provide to the Facility Agent in addition to the IRS Form W-8 required above a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of such Security Party and is not a controlled foreign corporation related to such Security

Party (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Facility Agent in the event any representation in such certificate is no longer accurate; and

(b)    In the case of a Non-U.S. Lender that is a party to this Agreement on the date hereof and that fails to provide an IRS Form W-8ECI or the certificate described in the last sentence of Section 7.4(a) with respect to a Security Party that is a U.S. person, the IRS Form W-8BEN-E or W-8IMY provided by such Non-U.S. Lender on or prior to the date hereof shall claim the benefits of an income tax treaty providing for no U.S. federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder with respect to such Security Party.

7.5     FATCA Information .

(a)    Subject to paragraph (c) below, each FATCA Relevant Party, within ten (10) Banking Days of a reasonable request by another FATCA Relevant Party, shall:

(b)    If a FATCA Relevant Party confirms to any other FATCA Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall so notify all other FATCA Relevant Parties reasonably promptly.

(c)    Nothing in this Section 7.5 shall obligate any FATCA Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.

(d)    If a FATCA Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this agreement or the provided information is insufficient under FATCA, then:

until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

7.6     FATCA Withholding .

(a)    A FATCA Relevant Party making a payment to any FATCA Non-Exempt Party shall make such FATCA Deduction as it determines is required by law and shall render payment to the IRS within the time allowed and in the amount required by FATCA.

(b)    If a FATCA Deduction is required to be made by any FATCA Relevant Party to a FATCA Non-Exempt Party, the amount of the payment due from such FATCA Relevant Party to such FATCA Non-Exempt Party shall be reduced by the amount of the FATCA Deduction reasonably determined to be required by such FATCA Relevant Party.

(c)    Each FATCA Relevant Party shall promptly upon becoming aware that a FATCA Deduction is required with respect to any payment owed to it (or that there is any change in the rate or basis of a FATCA Deduction) notify each other FATCA Relevant Party accordingly, and no Security Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction.

(d)    Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the party making such FATCA Deduction shall deliver to the Facility Agent for delivery to the party on account of whom the FATCA Deduction was made evidence reasonably satisfactory to that party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the IRS.

(e)    A FATCA Relevant Party who becomes aware that it must make a FATCA Deduction in respect of a payment to another FATCA Relevant Party (or that there is any change in the rate or basis of such FATCA Deduction) shall notify that party and the Facility Agent.

(f)    The Facility Agent shall promptly upon becoming aware that it must make a FATCA Deduction in respect of a payment to a Lender which relates to a payment by the Security Parties (or that there is any change in the rate or the basis of such a FATCA Deduction) notify the Security Parties and the relevant Lender.

7.7     FATCA Mitigation . Notwithstanding any other provision of this Agreement, if a FATCA Deduction is or will be required to be made by any party under Section 7.6 in respect of a payment to any FATCA Non-Exempt Lender, the FATCA Non-Exempt Lender may either:

7.8     Computations; Banking Day .

(a)    All computations of interest and fees shall be made by the Facility Agent or the Lenders, as the case may be, on the basis of a 360-day year, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which interest or fees are payable. Each determination by the Facility Agent or the Lenders of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)    Whenever any payment hereunder or under the Note shall be stated to be due on a day other than a Banking Day, such payment shall be due and payable on the next succeeding Banking Day unless the next succeeding Banking Day falls in the following calendar month, in which case it shall be payable on the immediately preceding Banking Day.

8.1     Events of Default . The occurrence of any of the following events shall be an Event of Default:

(a)     Non-Payment of Principal; Interest; other amounts (i) the Borrowers shall fail to pay any principal of the Loan when the same shall become due and payable or (ii) the Borrowers shall fail to pay any interest on the Loan or any Borrower shall fail to make any other payment under any Transaction Document, unless failure to pay such principal or interest is caused by an administrative or technical error and payment is made within three (3) Banking Days of its due date; or

(b)     Representations . Any representation, warranty or other statement made by any Security Party in (i) this Agreement, (ii) any of the Security Documents, (iii) any Interest Rate Agreement or (iv) any other instrument, document or other agreement delivered in connection herewith or therewith, proves to have been untrue or misleading in any material respect as at the date as of which made or confirmed; or

(c)     Impossibility; Illegality . It becomes impossible or unlawful for any Security Party to fulfill any of its covenants or obligations under any Transaction Document or for any Creditor to exercise any of the rights vested in it under any Transaction Document; or

(d)     Mortgage . There is an event of default (after giving effect to applicable notice and cure periods) under any Mortgage; or

(e)     Certain Covenants . Any Borrower defaults in the performance or observance of any covenant contained in Sections 5.4 (Mandatory Prepayment; Sale or Loss, Cancellation of Shipbuilding Contracts), 5.5 (Interest and Costs with Prepayments/Application of Prepayments), 9.1(b) (Notice of Default, etc.), 9.1(d) (Financial Information), 9.1(e)(i) and 9.1(e)(iii) (Vessel Covenants), 9.1(f) (Corporate Existence; Citizenship), 9.1(l) (Environmental Matters), 9.1(n)(iii) (failure to notify in relation to DOC, etc.), 9.1(p) (Vessel Management), 9.1(z) (Sanctions and Anti-Money Laundering Laws), 9.2(a) (Liens), 9.2(b) (Investments), 9.2(c) (Loans), 9.2(d) (Guaranties), 9.2(f) (Change of Flag, Class, Management or Ownership), 9.2(i) (Sale of Assets), 9.2(l) (Consolidation and Merger), 9.2(q) (Use of Corporate Funds), or 9.3 (Financial Covenants);

(f)     Covenants . Any Borrower defaults in the performance of any term, covenant or agreement contained in any Transaction Document or in any other instrument, document or other agreement delivered in connection herewith or therewith or both Guarantors breach any covenant or other material provision contained in its respective Guaranty, in each case other than an Event of Default referred to elsewhere in this Section 8.1, or there occurs any other event which constitutes a default by any Borrower under any Transaction Document to which it is a party and in each case such default continues unremedied for a period of fourteen (14) days after the earlier of (x) actual knowledge or Constructive Knowledge thereof by an officer, director or manager of any Security Party or (y) any Borrower and both Guarantors having been notified thereof by the Facility Agent, in each case other than an Event of Default referred to elsewhere in this Section 8.1; or

(g)     Indebtedness . Any Borrower shall (i) default in the payment when due (after giving effect to applicable notice and cure periods) of any Indebtedness or of any other indebtedness, in each case where after taking into account such default the aggregate amount of any such Indebtedness and/or indebtedness in default equals $1,000,000 or more, or such Indebtedness or indebtedness is, or by reason of such default is subject to being, accelerated or any party becomes entitled to enforce the security for any such Indebtedness or indebtedness and such party shall take steps to enforce the same, or (ii) default in the observance or performance of any other agreement evidencing, securing or relating to any Indebtedness or indebtedness, in each case where after taking into account such default the aggregate amount of any such Indebtedness and/or indebtedness in default equals $1,000,000 or more, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness or indebtedness to become due prior to its stated maturity; or

(h)     Guarantor Indebtedness . Seacor Guarantor shall be in default in the payment when due of any Indebtedness or of any other indebtedness in the outstanding principal amount equal to or exceeding an aggregate amount of Twenty Five Million Dollars ($25,000,000) and Seacor Guarantor shall continue to be in default in the payment of any such Indebtedness or of any other indebtedness as of the time the Facility Agent receives notice of such default; or

(i)     Bankruptcy . (i) Any Security Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its

debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Security Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Security Party any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against any Security Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Security Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Security Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(j)     Certain ERISA Transactions . An ERISA Funding Event, ERISA Termination Event, Foreign Termination Event or Foreign Underfunding shall exist or occur that, in the reasonable opinion of the Majority Lenders, when taken together with all other ERISA Funding Events, ERISA Termination Events, Foreign Termination Events and Foreign Underfundings that exist or have occurred, or could reasonably be expected to exist or occur, would have a Material Adverse Effect; or

(k)     Judgments and Decrees . Any judgment, order or decree is made the effect whereof would be to render invalid this Agreement or any other Transaction Document or any material provision thereof or any Security Party asserts that any such agreement or provision thereof is invalid; or one or more judgments or decrees shall be entered against any Security Party involving in the aggregate a liability (not paid or fully covered by insurance) of, in the case of a Borrower, $3,000,000 or more or, in the case of a Guarantor, $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

(l)     Invalidity of Agreement, Note, Security Documents and any Interest Rate Agreement . (i) Any Transaction Document or any material provision thereof shall cease, for any reason, to be in full force and effect, or any action or suit at law or in equity or other legal proceeding to cancel, revoke or rescind any Transaction Document or any material provision thereof shall be commenced by or on behalf of any Security Party or any Governmental Authority, or (ii) the Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(m)     Business Suspended . Any Security Party shall be enjoined, restrained or in any way prevented by the order of any court or any Governmental Authority from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; or

(n)     Loss or Suspension of License or Permit . There shall occur the loss, suspension or revocation of, or failure to renew, any license or permit now held or hereafter acquired by any Borrower if such loss, suspension, revocation or failure to renew would have a Material Adverse Effect; or

(o)     Classification Society Report . The Facility Agent shall have received a report by any Classification Society, or by any marine engineer or surveyor following an inspection that a Vessel is not in compliance with the requirements for the highest classification for vessels of like age and type or is not in compliance with the requirements of applicable law for use as intended under this Agreement and action shall not have been commenced within fifteen (15) days after written notice thereof shall have been given by the Facility Agent to the relevant Borrower and such corrective action shall not be diligently prosecuted or completed in a manner and time schedule consistent with industry standard; or

(p)     Termination of Operations; Sale of Assets . Any Security Party ceases its operations or sells or otherwise disposes of all or substantially all of its assets or all or substantially all of the assets thereof are seized or otherwise appropriated; or

(q)     Inability to Pay Debts . Any Security Party is unable to pay or admits its inability to pay its debts as they fall due or a moratorium shall be declared in respect of any material indebtedness of any Security Party; or

(r)     Material Adverse Change . In the reasonable opinion of all of the Lenders, (i) there is a Material Adverse Effect with respect to a Borrower or both Guarantors or (ii) any material adverse change occurs in the facts, circumstances or conditions utilized by or deemed material to the Facility Agent or any Lender, or upon which the Facility Agent or any Lender relied, in making the decision to make the Loan available to the Borrowers; or

(s)     Arrest of a Vessel . Any Vessel shall at any time be subject to an arrest, distress or (in the opinion of the Lenders) any analogous procedure or detention in any place for thirty (30) days or more; or

(t)     Change of Control . A Change of Control shall occur, unless, with respect to clause (iii) of the definition of “Change of Control as it applies to the MONTCO Guarantor only, a prepayment of the Loan in an amount equal to the Required MONTCO Guarantor Prepayment Amount shall have been made.

Upon and during the continuance of any Event of Default, the Lenders’ obligation to make the Loan available shall cease and the Facility Agent, on behalf of the Majority Lenders, may, and shall upon the Majority Lenders’ instruction, by notice to the Borrowers, declare the entire unpaid balance of the then outstanding Loan, accrued interest and any other sums payable by the Borrowers hereunder or under the Note and under the other Transaction Documents due and payable, whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subsections (j) or (r) of this Section 8.1 with respect to the Borrowers, the Loan, accrued interest and any other sums payable by the Borrowers hereunder, under the Note and under the other Transaction Documents shall be immediately due and payable without declaration, presentment, demand, protest or other notice to the Borrowers all of which are expressly waived. In such event, the Creditors or any Creditor may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, in the Note, in any other Transaction Document, or in aid of the exercise of any power granted herein or therein, or the Lenders, a Lender or the Facility Agent may proceed to enforce the payment of the Note or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted under the terms of any Security Document or of any Interest Rate Agreement or by Applicable Law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrowers to the Creditors hereunder and/or under the Note (whether or not then due) all moneys and other amounts of the Borrowers then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrowers then or thereafter with any Creditor and every other claim of the Borrowers then or thereafter against any of the Creditors.

8.2     Application of Moneys . Except as otherwise provided in any Security Document or in any Interest Rate Agreement, all moneys received by the Facility Agent, the Security Trustee or any Lender under or pursuant to any Transaction Document after the happening of any Event of Default (unless cured to the satisfaction of the Lenders) shall be applied by the Facility Agent in the following manner:

8.3     Indemnification . Each of the Borrowers agrees to, and shall, jointly and severally indemnify and hold the Creditors harmless against any loss, as well as against any costs or expenses (including legal fees and expenses), which any of the Creditors sustains or incurs as a consequence of any default in payment of the principal amount of the Loan, interest accrued thereon or any other amount payable hereunder, under the Note related thereto or under any other Transaction Documents, including, but not limited to, all actual losses incurred in liquidating or re-employing fixed deposits made by third parties or funds acquired to effect or maintain the Loan or any portion thereof. Any Creditor’s certification of such costs and expenses shall, absent any manifest error, be conclusive and binding on the Borrowers.

9.1     Affirmative Covenants . Each of the Borrowers hereby covenants and undertakes with the Lenders that, from the date hereof and so long as any principal, interest or other moneys are owing by it in respect of this Agreement, under the Note, under any of the Security Documents or under any Interest Rate Agreement to which it is a party, that it will:

(a)     Performance of Agreements . Duly perform and observe, and procure the observance and performance of all other parties thereto (other than the Creditors) of the terms of the Transaction Documents to which it is a party;

(b)     Notice of Default, etc . Promptly upon, and in any event no later than five (5) Banking Days after, obtaining knowledge thereof, inform the Facility Agent of the occurrence of (a) any Event of Default or of any Default, (b) any litigation or governmental proceeding pending or threatened against it which could reasonably be expected to have a Material Adverse Effect, including but not limited to, in respect of any Environmental Claim, (c) the withdrawal of a Vessel’s rating by its Classification Society or the issuance by the Classification Society of any material recommendation or notation affecting class and (d) any other event or condition which is reasonably likely to have a Material Adverse Effect;

(c)     Obtain Consents . Without prejudice to Section 2.1 and this Section 9.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its obligations under any Transaction Document;

(d)     Financial Information . deliver to the Facility Agent:

(e)     Vessel Covenants . With respect to each of the Vessels owned by it:

(i)    keep the Vessels registered in the name of the applicable Borrower;