EXECUTION COPY



                          REGISTRATION RIGHTS AGREEMENT



          This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of

March 16, 2005, is entered into by and among SEACOR HOLDINGS INC., a Delaware

corporation (including its successors, the "Company"), and the persons (each a

"Holder" and collectively, the "Holders") listed on the signature pages hereof.



                                    RECITALS



          WHEREAS, the Company, SBLK Acquisition Corp., a Delaware corporation,

CORBULK LLC, a Delaware limited liability company and Seabulk International,

Inc., a Delaware corporation, are parties to an Agreement and Plan of Merger,

dated as of the date hereof (the "Merger Agreement"); and



          WHEREAS, pursuant to the Merger Agreement, the Holders will receive

shares of common stock, par value $0.01 per share (the "Common Stock"), of the

Company.



          NOW, THEREFORE, in consideration of the promises, mutual covenants and

agreements hereinafter contained and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                   ARTICLE 1

                           EFFECTIVENESS; DEFINITIONS



     1.1 Effectiveness. This agreement shall be of no force or effect prior to

the "Effective Time" as defined in the Merger Agreement (hereinafter, the

"Effective Time") and shall, except as otherwise provided herein, be of full

force and effect from and after the Effective Time. In the event that the Merger

Agreement is terminated for any reason prior to the Effective Time, this

Agreement shall terminate.



     1.2 Definitions.



          "Advice" shall have the meaning set forth in Section 2.4.3 hereof.



          "Affiliate" means, with respect to any Person, any Person who,

directly or indirectly, controls, is controlled by or is under common control

with any Person.



          "Agreement" shall have the meaning set forth in the introductory

paragraph hereof.



          "Broker-Dealer" means a broker or dealer registered with the SEC as

such under the Exchange Act or a "bank" as defined by the Exchange Act.



          "Business Day" means a day other than a Saturday, Sunday or other day

on which commercial banks are authorized or required to close under the laws of

the United States or the State of New York.



<PAGE>



          "Common Stock" shall have the meaning set forth in the Recitals

hereof.



          "Common Stock Equivalents" means, without duplication with any other

Common Stock or Common Stock Equivalents, any rights, warrants, options,

convertible securities or indebtedness, exchangeable securities or indebtedness,

or other rights, exercisable for or convertible or exchangeable into, directly

or indirectly, Common Stock of the Company and securities convertible or

exchangeable into Common Stock of the Company, whether at the time of issuance

or upon the passage of time or the occurrence of such future event.



          "Company" shall have the meaning set forth in the introductory

paragraph hereof.



          "Company Notice" shall have the meaning set forth in Section 2.3.1

hereof.



          "Deferral Period" shall have the meaning set forth in Section 2.6

hereof.



          "Effective Time" shall have the meaning set forth in Section 1.1

hereof.



          "Exchange Act" means the Securities Exchange Act of 1934, as amended,

or any similar federal statute, and the rules and regulations promulgated by the

SEC thereunder.



          "Holder" and "Holders" shall have the meaning set forth in the

introductory paragraph of this Agreement and shall include any Affiliate of any

such Holder to whom Registrable Securities are transferred by such Holder.



          "NASD" means the National Association of Securities Dealers, Inc.



          "Nautilus" means Nautilus Acquisition, L.P. and any of its Affiliates.



          "Notifying Holder" shall have the meaning set forth in Section 2.2.1

hereof.



          "Person" or "person" means any individual, corporation, partnership,

limited liability company, joint venture, association, joint-stock company,

trust, unincorporated organization or government or other agency or political

subdivision thereof.



          "Piggyback Notice" shall have the meaning set forth in Section 2.2.1.



          "Receiving Holders" shall have the meaning set forth in Section 2.2.1

hereof.



          "register," "registered" and "registration" refer to a registration

effected by preparing and filing a registration statement in compliance with the

Securities Act, and the declaration or ordering of the effectiveness of such

registration statement.



                                        2



<PAGE>



          "Registrable Securities" means the shares of Common Stock of the

Company to be acquired by the Holders pursuant to the transactions contemplated

by the Merger Agreement; provided, however, that Registrable Securities shall

not include any such shares sold or otherwise transferred by a Holder except in

the event of a transfer by a Holder to one or more of such Holder's Affiliates.



          "Registration Expenses" means all expenses incident to registration of

the Registrable Securities hereunder, including, without limitation, (a) all SEC

and any NASD registration and filing fees and expenses, (b) all fees and

expenses in connection with the registration or qualification of the Registrable

Securities for offering and sale under the securities or "Blue Sky" laws of any

state or other jurisdiction of the United States of America and, in the case of

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