<PAGE>
EXHIBIT 10.17

                              AMENDMENT NUMBER 1 TO
                                CREDIT AGREEMENT

         THIS AMENDMENT NUMBER 1, dated November 22, 2002 (this "Amendment"), to
the CREDIT AGREEMENT (the "Credit Agreement") dated as of September 13, 2002,
among Seabulk International, Inc., a corporation existing under the laws of
Delaware, as borrower (the "Borrower"), each Subsidiary Guarantor, Fortis
Capital Corp. ("Fortis"), NIB Capital Bank N.V. ("NIB") and each other financial
institution which may hereafter execute and deliver an Assignment and Acceptance
with respect to the Credit Agreement pursuant to Section 10.11 thereof (any one
individually, a "Lender", and collectively, the "Lenders"), Fortis, as
administrative agent on behalf of the Lenders (when acting in its capacity as
administrative agent under the Credit Agreement or under any other Transaction
Document, therein referred to, together with any successor administrative agent,
as the "Agent"), and as book runner and as an arranger (when acting in such
capacity, an "Arranger") and NIB, as an arranger (when acting in such capacity,
an "Arranger", and together with Fortis, the "Arrangers").



                                   WITNESSETH

                  WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders
and the Agent have previously entered into the Credit Agreement;

                  WHEREAS, Section 11.04 of the Credit Agreement provides that
no amendment of any provision of the Credit Agreement shall be effective unless
the amendment shall be in writing and signed by the Requisite Lenders and
acknowledged by the Agent;

                 WHEREAS, the Borrower and the Subsidiary Guarantors desire to
    amend the Credit Agreement, and the Agent and the Requisite Lenders have
    agreed to such amendment, in order to make the changes necessary to (i)
    permit a Credit Party to change the commercial and technical managers of its
    Vessel(s) so long as the new technical and commercial manager was managing
    at least one of the Vessels, or was a Credit Party, as of the Closing Date
    and (ii) permit a Credit Party to sell, lease, transfer, assign, or
    otherwise dispose of its Vessel(s) to another Credit Party;

                 NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:

                  SECTION 1. Defined Terms. Capitalized terms used herein, but
not otherwise defined herein, shall have the meanings assigned to such terms in
Appendix A to the Credit Agreement.

                  SECTION 2. Amendments to Credit Agreement.

                  (i) Section 6.19 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

                  Additional Vessels; Further Assurances. If either (a) the
                  Borrower or a Subsidiary acquires a Vessel after the Closing
                  Date and, if as of the date of acquisition of such Vessel the
                  Borrower is not in compliance with Section 6.17 hereof or (b)
                  the Borrower is not in compliance with Section 6.17 hereof or




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                  (c) a Credit Party sells, leases, transfers, assigns or
                  otherwise disposes of a Vessel to another Credit Party, then
                  the Borrower shall or shall cause its Subsidiary within 30
                  days of such acquisition or disposition to:

                  (a)      Execute and deliver a Mortgage, deliver related
                           information and reports, and otherwise take such
                           actions with respect to such Vessel and Mortgage as
                           would have been required to satisfy the conditions of
                           Section 5.01 if such new Vessel were a Vessel on the
                           Closing Date;

                  (b)      Execute and deliver a Subsidiary Guarantee Agreement
                           (to the extent not previously delivered);

                  (c)      Pledge and deliver, or cause to be pledged and
                           delivered, all of the Equity Interest of each new
                           Subsidiary Guarantor acquired or created after the
                           Closing Date, to the extent owned by the Borrower or
                           any Subsidiary Guarantor, to the Agent for the
                           benefit of the Lenders pursuant to the Pledge
                           Agreement;

                  (d)      Execute and deliver an Assignment of Earnings and
                           Insurances; and

                  (e)      Deliver an updated Schedule 4.20;

         provided, however, that if, pursuant to Section 7.03, the Borrower or a
         Subsidiary Guarantor mortgages a vessel in order to remain in
         compliance with Section 6.17, such vessel must be a Qualified
         Substitute Vessel.

                  (ii)     Section 6.20(a) of the Credit Agreement is hereby
         amended and restated in its entirety as follows:

                  Procure that each of the Vessels not laid-up in accordance
                  with Section 6.20(c) hereof, shall at all times be (i) managed
                  by one of the technical and commercial managers managing any
                  of the Vessels as of-the Closing Date, or by a technical and
                  commercial manager that was a Credit Party as of the Closing
                  Date, or by such other managers acceptable to the Requisite
                  Lenders in accordance with vessel management agreements
                  acceptable to the Requisite Lenders, (ii) flagged under the
                  laws of an Approved Jurisdiction and (iii) classed in the
                  highest classification and rating for vessels of the same age
                  and type without any outstanding conditions or recommendations
                  affecting class (other than those for which the time
                  prescribed for curing the condition or recommendation has not
                  passed) with Lloyds Registry of Shipping, Det norske Veritas,
                  Bureau Veritas, American Bureau of Shipping or such other
                  classification society classing the Vessels as of the Closing
                  Date or with such other classification society acceptable to
                  the Agent;



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                  provided, however, if a Vessel is reflagged under the laws of
                  an Approved Jurisdiction, it shall be a condition to such
                  reflaggaig that the Subsidiary Guarantors deliver to the Agent
                  (A) evidence (including an opinion of counsel) that such
                  Vessel has been registered in the name of the related
                  Subsidiary Guarantor under the laws of such jurisdiction; (B)
                  evidence (including an opinion of counsel) that the related
                  Mortgage has been properly recorded under the laws of such
                  jurisdiction and constitutes a first priority mortgage (or, in
                  the case of the Second Lien Vessels, a second priority
                  mortgage) subject only to Permitted Encumbrances; (C) evidence
                  that all necessary governmental or regulatory approvals,
                  licenses and authorities which are necessary to the operation
                  of the Vessel have been obtained; (D) evidence that insurances
                  in compliance with the requirements of the Mortgage have been
                  obtained: and (E) such other items as the Agent may reasonably
                  require,

                  (iii)    Section 7.03 of the Credit Agreement is hereby
         amended and restated in its entirety as follows:

                  Asset Sales. Sell, lease, transfer, assign or otherwise
                  dispose of any Vessel unless (a) after giving effect to such
                  sale, lease, transfer, assignment or disposition, the Borrower
                  is in compliance with Section 6.17 hereof, (b) the Borrower
                  delivers, or causes a Subsidiary Guarantor to deliver, to the
                  Agent a Qualified Substitute Vessel and the documents
                  described hi Section 6.19 with respect thereto in order to
                  remain in compliance with Section 6.17 or (c) such Vessel is
                  sold, leased, transferred, assigned or otherwise disposed of
                  to another Credit Party and the Borrower has delivered, or has
                  caused a Subsidiary Guarantor, to deliver, the documents
                  required pursuant to Section 6.19 hereof.

                  SECTION 3. Effectiveness of Credit Agreement. Except as
         expressly amended by the terms of this Amendment, all terms and
         conditions of the Credit Agreement, as amended, shall remain in full
         force and effect and the Credit Agreement is hereby ratified in all
         respects.

              SECTION 4. Execution in Counterparts. This Amendment may be
 executed in two or more counterparts, and by different parties on separate
 counterparts, each of which tall be an original, but all of which shall
 constitute one and the same instrument.

              SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
 ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO NEW
 YORK'S CONFLICTS OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
 THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
 STATE OF NEW YORK.


                            [SIGNATURE PAGE FOLLOWS]



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                  IN WITNESS WHEREOF, the parties hereto have caused this
         Amendment to be executed to be duly executed, all as of the day and
         year first above written.


                          FORTIS CAPITAL CORP. as Agent, Svein Engh Arranger,
                          Bookrunner and Lender

                          By: /s/                     Managing Director
                             ------------------------

                          By: /s/                     Chr. Tobias Backer
                             ------------------------ Vice President
                             Address:  Three Stamford Plaza, 301 Tresser

                             Boulevard, Stamford, CT 06901-3239
                             Phone:  (203) 705-5787
                             Fax:  (203)705-5896

                          NIB CAPITAL BANK N.V., as Arranger and Lender

                          By:______________________________________

                          By:______________________________________
                             Address:
                             Phone:
                             Fax:

                          SEABULK INTERNATIONAL, INC.,
                          the Borrower,


                          By:______________________________________
                             Address: 2200 Eller Dr.,
                             Fort Lauderdale, FL 33316
                             Phone:  (954) 524-4200
                             Fax: (954)527-1772

                          SEABULK ARIES II, INC.
                          SEABULK BETSY, INC.
                          SEABULK CAPRICORN. INC.
                          SEABULK CAROL, ESC.
                          SEABULK CHAMP, INC.
                          SEABULK COOT I, INC.
                          SEABULK COOT II, INC.
                          SEABULK CORMORANT, INC.
                          SEABULK CYGNET I, INC,
                          SEABULK CYGNET II, INC.
                          SEABULK DANAH, INC.
                          SEABULK DEFENDER, INC
                          SEABULK DUKE, INC.



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                  IN WITNESS WHEREOF, the parties hereto have caused this
         Amendment to be executed to be duly executed, all as of the day and
         year first above written.

                          FORTIS CAPITAL CORP. as Agent,
                          Arranger, Bookrunner and Lender

                          By:
                             _________________________________

                          By:
                             _________________________________

                             Address: Three Stamford Plaza, 301 Tresser

                             Boulevard, Stamford, CT 06901-3239
                             Phone: (203)705-5787
                             Fax: (203)705-5896

                          NIB CAPITAL BANK N.V., as Arranger and
                          Lender



                          By: /s/
                             _________________________________

                          By: /s/
                             _________________________________
                             Address:
                             Phone:
                             Fax:


                          SEABULK INTERNATIONAL, INC.,
                          the Borrower,



                          By:_________________________________
                             Address: 2200 Eller Dr.,
                             Fort Lauderdale, FL 33316
                             Phone: (954) 524-4200
                             Fax: (954) 527-1772



                          SEABULK ARIES II, INC.
                          SEABULK BETSY, INC.
                          SEABULK CAPRICORN, INC.
                          SEABULK CAROL, INC.
                          SEABULK CHAMP, INC.
                          SEABULK COOT I, INC.
                          SEABULK COOT II, INC.
                          SEABULK CORMORANT, INC.
                          SEABULK CYGNET I, INC.
                          SEABULK CYGNET H, INC.
                          SEABULK DANAH, INC.
                          SEABULK DEFENDER, INC.
                          SEABULK DUKE, INC.



<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
         Amendment to be executed to be duly executed, all as of the day and
         year first above written.

                           FORTIS CAPITAL CORP. as Agent, Arranger,
                           Bookrunner and Lender


                          By:__________________________________________

                          By:__________________________________________
                             Address: Three Stamford Plaza, 301 Tresser

                             Boulevard, Stamford, CT 06901-3239
                             Phone: (203) 705-5787
                             Fax: (203)705-5896

                          NIB CAPITAL BANK N.V., as Arranger and Lender


                          By:
                             __________________________________________

                          By:__________________________________________
                             Address:
                             Phone:
                             Fax:

                          SEABULK INTERNATIONAL, INC.,
                          the Borrower,


                          By: /s/
                             __________________________________________
                             Address: 2200 Eller Dr.,
                             Fort Lauderdale, FL 33316
                             Phone: (954) 524-4200
                             Fax: (954)527-1772

                          SEABULK ARIES H, INC.
                          SEABULK BETSY, INC.
                          SEABULK CAPRICORN, INC.
                          SEABULK CAROL, INC.
                          SEABULK CHAMP, INC.
                          SEABULK COOT I, INC.
                          SEABULK COOT II, INC.
                          SEABULK CORMORANT, INC.
                          SEABULK CYGNET I, INC.
                          SEABULK CYGNET II, INC.
                          SEABULK DANAH, INC.
                          SEABULK DEFENDER, INC.
                          SEABULK DUKE, INC.




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                          SEABULK EAGLE II, INC.
                          SEABULK EMERALD, INC.
                          SEABULK EXPLORER, INC.
                          SEABULK FALCON II, INC.
                          SEABULK FREEDOM, INC.
                          SEABULK GANNET D, INC.
                          SEABULK GIANT, INC.
                          SEABULK GREBE, INC.
                          SEABULK HAWAII, INC.
                          SEABULK HAWK, INC.
                          SEABULK HERCULES, INC.
                          SEABULK HORIZON, INC.
                          SEABULK KESTREL, INC.
                          SEABULK LAKE EXPRESS, INC.
                          SEABULK MARLENE, INC.
                          SEABULK MARTIN I, INC.
                          SEABULK MARTIN II, INC.
                          SEABULK MASTER, INC.
                          SEABULK MERLIN, INC.
                          SEABULK NEPTUNE, LNC.
                          SEABULK OSPREY, INC.
                          SEABULK OFFSHORE, LTD.
                          By its general partner Seabulk Tankers, Ltd
                          By its general partner Seabulk Transport, Inc.
                          SEABULK PENGUIN I, INC.
                          SEABULK PENGUIN II, INC.
                          SEABULK PENNY, INC.
                          SEABULK PERSISTENCE, INC.
                          SEABULK PETREL, INC.
                          SEABULK RAVEN, INC.
                          SEABULK SERVICE, INC.
                          SEABULK TENDER, INC.
                          SEABULK TITAN, INC.
                          SEABULK TOOTA, INC.
                          SEABULK TOUCAN, INC.
                          SEABULK TOWING, INC.
                          SEABULK VERITAS, INC.
                          SEABULK ALKATAR, INC.
                          SEABULK CLIPPER, INC.
                          SEABULK CONSRUCTOR, INC.
                          SEABULK HABARA, INC.
                          SEABULK JEBEL ALI, INC.
                          SEABULK MAINTAINER, INC.
                          SEABULK SAPPHIRE, INC.
                          SEABULK SARA, INC.
                          SEABULK TREASURE ISLAND, INC.
                          SEABULK HERON, INC.
                          SEABULK JASPER, INC.
                          SEABULK LINCOLN, INC.



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                          SEABULK MALLARD, INC.
                          SEABULK PLOVER, INC.
                          SEABULK SWIFT, INC.
                          SEABULK OFFSHORE U.K. LIMITED
                          SEABULK TOWING SERVICES, INC.
                          OFFSHORE MARINE MANAGEMENT
                          INTERNATIONAL, INC.,
                          SEABULK TANKERS, LTD.
                          By its general partner Seabulk Transport, Inc.
                          SEABULK TRANSPORT, INC.
                          SEABULK MARINE INTERNATIONAL, INC.
                          SEABULK OCEAN SYSTEMS HOLDING
                          CORPORATION
                          SEABULK OFFSHORE INTERNATIONAL, INC.
                          SEABULK OFFSHORE OPERATORS, INC.
                          SEABULK OFFSHORE GLOBAL HOLDINGS,
                          INC.
                          SEABULK OFFSHORE HOLDINGS, INC.
                          SEABULK TANKERS, INC.
                          SEABULK OFFSHORE OPERATORS TRINIDAD LIMITED,
                          each a Subsidiary Guarantor


                          By: /s/
                             ---------------------------------------------
                             Address: 2200 Eller Dr.,
                             Fort Lauderdale, FL 33316
                             Phone: (954) 524-4200
                             Fax: (954)527-1772