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Exhibit 10.1
EXECUTION COPY
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of March 16, 2005, among
SEACOR
HOLDINGS INC., a Delaware corporation ("Parent"), SBLK
ACQUISITION CORP., a
Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"),
CORBULK LLC, a Delaware limited liability company and wholly
owned subsidiary of
Parent ("LLC") and the stockholders named on Exhibit A hereto
(each a
"Stockholder").
WHEREAS, simultaneously herewith, Parent, Merger Sub and LLC
are
entering into an Agreement and Plan of Merger, dated as of the
date hereof (as
amended from time to time, the "Merger Agreement"), with Seabulk
International,
Inc., a Delaware corporation (the "Company"), which
contemplates, among other
things, that (i) Merger Sub will merge with and into the Company
pursuant to the
terms of the Merger Agreement (the "Reverse Merger") and (ii) if
required
pursuant to the terms of the Merger Agreement, immediately after
the Reverse
Merger Effective Time and pursuant to the terms and conditions
of the Merger
Agreement, the surviving corporation of the Reverse Merger will
merge with and
into LLC; capitalized terms used but not defined herein shall
have the meanings
set forth in the Merger Agreement, whether or not the Merger
Agreement shall be
in effect from time to time;
WHEREAS, as of the date hereof, each Stockholder owns
(either
beneficially or of record) the number of shares of common stock,
par value $.01
per share, of the Company ("Company Common Stock") set forth
opposite such
Stockholder's name on Exhibit A hereto, which represent, in the
aggregate,
approximately 75% of the issued and outstanding shares of
Company Common Stock
as of the date hereof (the "Existing Shares"; all such Existing
Shares and any
additional shares of Company Common Stock hereafter acquired by
any Stockholder
prior to the termination of this Agreement being referred to
herein as the
"Shares");
WHEREAS, obtaining Company Stockholder Approval is a condition
to the
consummation of the transactions contemplated by the Merger
Agreement; and
WHEREAS, as a condition to the willingness of Parent, Merger Sub
and
LLC to enter into the Merger Agreement, Parent, Merger Sub and
LLC have
requested that each Stockholder agree, and in order to induce
Parent, Merger Sub
and LLC to enter into the Merger Agreement, each Stockholder has
agreed,
severally and not jointly, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements contained herein, and intending to be
legally bound
hereby, the parties hereto agree as follows:
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ARTICLE I
REPRESENTATIONS AND WARRANTIES
SECTION 1.1 Representations and Warranties of the Stockholder.
Each
Stockholder severally and not jointly represents and warrants to
Parent solely
with respect to such Stockholder as follows:
(a) Such Stockholder has the requisite power, authority and
legal
capacity to enter into and deliver this Agreement and to carry
out its
obligations hereunder. This Agreement has been duly executed and
delivered by
such Stockholder and, assuming its due authorization, execution
and delivery by
Parent, Merger Sub and LLC, is a legal, valid and binding
obligation of such
Stockholder, enforceable against such Stockholder in accordance
with its terms
except to the extent such enforceability is limited by the
Bankruptcy and Equity
Exception.
(b) The execution and delivery of this Agreement by such
Stockholder
does not, and the performance of this Agreement by such
Stockholder will not,
(i) conflict with or violate any Laws or (ii) conflict with or
violate any
contract or other instrument to which the Stockholder is a party
or by which
such Stockholder is bound, including, without limitation, any
voting agreement,
stockholders agreement or voting trust, except for any Liens
created hereby or
to the extent waived on or prior to the date hereof.
(c) The execution and delivery of this Agreement by such
Stockholder
does not, and the performance of this Agreement by such
Stockholder will not,
require such Stockholder to obtain any consent, approval,
authorization or
permit of, or to make any filing with or notification to, any
person or
Governmental Authority except to the extent waived on or prior
to the date
hereof.
(d) There is no suit, action, investigation or proceeding
pending or,
to the knowledge of such Stockholder, threatened against such
Stockholder at law
or in equity before or by any Governmental Authority that could
reasonably be
expected to impair the ability of such Stockholder to perform
its obligations
hereunder, and there is no judgment, decree, injunction, rule,
order or writ of
any Governmental Authority to which such Stockholder is or its
assets are
subject that could reasonably be expected to impair the ability
of such
Stockholder to perform its obligations hereunder.
(e) Such Stockholder (other than C/R Marine Non-U.S.
Partnership,
L.P.) is, and at all times has been, a citizen of the United
States within the
meaning of Section 2 of the Shipping Act, 1916, as amended, for
the purposes of
owning and operating vessels in the U.S. coastwise trade. None
of the
Stockholders is a "foreign person" within the meaning of Section
1445 of the
Code.
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(f) Each Stockholder owns beneficially and of record the
Existing
Shares set forth opposite such Stockholder's name on Exhibit A
hereto, which
constitute all of the shares of Company Common Stock owned
beneficially and of
record by such Stockholder. Such Stockholder has sole voting
power, sole power
of disposition and all other stockholder rights with respect to
all of its
Existing Shares, with no restrictions, other than restrictions
on voting or
disposition pursuant to applicable securities laws or set forth
in the Company
Stockholders' Agreement, on such Stockholder's rights of voting
or disposition
pertaining thereto. Such Stockholder has good and valid title to
all Existing
Shares, free and clear of all Liens (other than any Liens
created hereby).
ARTICLE II
NO SOLICITATION
SECTION 2.1 General. Except to the extent the Company is
permitted to
do so by the Merger Agreement, Stockholder will not, and will
not permit any of
its Affiliates, attorneys, representatives or agents
(collectively, the
"Representatives") to, directly or indirectly, (i) solicit,
initiate or
knowingly encourage (including by way of furnishing information)
any inquiries
or proposals that constitute, or may reasonably be expected to
lead to, any
Takeover Proposal, (ii) participate in any discussions or
negotiations with any
third party regarding any Takeover Proposal or (iii) enter into
any agreement
related to any Takeover Proposal.
SECTION 2.2 Notification. Stockholder shall, or shall cause
the
Company to, promptly advise Parent, orally and in writing, and
in no event later
than 24 hours after receipt of, any bona fide Takeover Proposal
or if any
non-public information is requested from, or any discussions or
negotiations are
sought to be initiated or continued with, the Company in respect
of any Takeover
Proposal, and shall, in any such notice to Parent, indicate the
identity of such
Person and a description of the material terms and conditions of
any Takeover
Proposals (and shall include with such notice copies of any
written materials
received from or on behalf of such Person relating to such
proposal), and
thereafter shall promptly keep Parent fully informed of all
material
developments affecting the status and terms of any such
proposals (and shall
provide Parent with copies of any additional written materials
received that
relate to such proposals).
SECTION 2.3 Ongoing Discussions. Stockholder shall (and shall
cause
its Representatives to) immediately cease and cause to be
terminated any
discussions or negotiations with any Persons being conducted
with respect to a
Takeover Proposal on the date hereof.
ARTICLE III
AGREEMENT TO VOTE; RESTRICTIONS ON VOTING AND DISPOSITIONS;
IRREVOCABLE PROXY
SECTION 3.1 Agreement to Vote. So long as this Agreement has not
been
terminated in accordance with its terms, each Stockholder hereby
agrees to vote
all of such Stockholder's Existing Shares or execute a written
consent in
respect thereof, (i) for approval and adoption of the Merger
Agreement (as
amended from time to time) and the transactions contemplated by
the Merger
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Agreement, as applicable, at any meeting or meetings of the
stockholders of the
Company at which the Merger Agreement or the transactions
contemplated
thereunder are submitted for the vote of such Stockholder or in
any written
consent in respect thereof, (ii) against any Takeover Proposal,
without regard
to any Board recommendation to stockholders concerning such
Takeover Proposal,
and without regard to the terms of such Takeover Proposal, (iii)
against any
agreement, amendment of any agreement (including the Company's
Certificate of
Incorporation or By-Laws), or any other action that is intended
or could
reasonably be ex
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