<PAGE>

                                                                   Exhibit 10(m)


                               TERM LOAN AGREEMENT

                                      AMONG


                              TIDEWATER INC., ET AL
                                 (as Companies)

                               FLEET NATIONAL BANK
                            (as Administrative Agent)

                                  BANK ONE, NA
                            (as Documentation Agent)

                                       and

                                  CERTAIN BANKS
                                  (as Lenders)


                                 $100,000,000.00


                           Dated: as of March 28, 2003


                             FLEET SECURITIES, INC.
                              (as Co-Lead Arranger
                               and Co-Bookrunner)

                                       and

                         BANC ONE CAPITAL MARKETS, INC.
                              (as Co-Lead Arranger
                               and Co-Bookrunner)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page No.
<S>                                                                                                      <C>
Introduction ...................................................................................                1

Section 1. Commitment of Lenders ...............................................................                1
 1.1   Line of Credit; Term Loan ...............................................................                1
 1.2   Use of Proceeds .........................................................................                1
 1.3   Non-Borrowing Subsidiaries Guaranty .....................................................                2
 1.4   Liability of the Companies; Additional Domestic Subsidiaries ............................                3

Section 2. Promissory Notes ....................................................................                3
 2.1   Term Notes ..............................................................................                3

Section 3. Interest and Fees ...................................................................                3
 3.1   Interest ................................................................................                3
 3.2   Administrative Agent's Determination ....................................................                4
 3.3   Interest Payment Dates; Late Payment and Default Rate ...................................                7
 3.4   Agents' Fee .............................................................................                7
 3.5   Method of Calculating Interest and Fees .................................................                8

Section 4. Payments, Reduction or Termination of the Credit Facility and Prepayments ...........                8
 4.1   Place of Payment ........................................................................                8
 4.2   Prepayments of Term Notes ...............................................................                8
 4.3   Pro Rata Payments .......................................................................                8

Section 5. Representations and Warranties of the Company .......................................                8
 5.1   Corporate Existence .....................................................................                8
 5.2   Authorization; Validity .................................................................                9
 5.3   Conflicting Agreements and Other Matters ................................................                9
 5.4   Financial Statements ....................................................................                9
 5.5   Litigation and Contingent Liabilities ...................................................               10
 5.6   Outstanding Debt ........................................................................               10
 5.7   Title to Properties .....................................................................               10
 5.8   Purpose .................................................................................               10
 5.9   Margin Stock ............................................................................               10
 5.10  ERISA ...................................................................................               11
 5.11  Consents ................................................................................               11
 5.12  Tax Returns; Taxes ......................................................................               11
 5.13  Compliance with Laws ....................................................................               11
 5.14  Foreign Assets Control Regulations ......................................................               11
</TABLE>

                                      (i)

<PAGE>

<TABLE>
<S>                                                                                                        <C>
  5.15  Disclosure .............................................................................           12
  5.16  Environmental Matters ..................................................................           12
  5.17  Special Provisions .....................................................................           13

Section 6.  Covenants of the Company ...........................................................           13
   6.1  Financial Statements ...................................................................           13
   6.2  Inspection of Property and Books and Records ...........................................           15
   6.3  Covenant to Secure Notes Equally .......................................................           16
   6.4  Guaranteed or Collateralized Obligations ...............................................           16
   6.5  Maintenance of Insurance ...............................................................           16
   6.6  Maintenance of Corporate Existence/Compliance with Law/Preservation of Property ........           17
   6.7  Compliance with Environmental Laws .....................................................           17
   6.8  Liens ..................................................................................           17
   6.9  Investments ............................................................................           19
  6.10  Dispositions of Stock and Debt .........................................................           20
  6.11  Mergers and Consolidations .............................................................           20
  6.12  Minimum EBITDA to Fixed Charge Ratio ...................................................           21
  6.13  Maximum Funded Debt to EBITDA Ratio ....................................................           21
  6.14  Maximum Funded Debt to Total Capitalization Ration .....................................           21
  6.15  Transactions with Related Party ........................................................           21
  6.16  Stock Transactions by Subsidiaries .....................................................           21
  6.17  ERISA ..................................................................................           21
  6.18  Federal Reserve Regulations, etc. ......................................................           22
  6.19  Environmental Matters ..................................................................           22
  6.20  Taxes ..................................................................................           22

Section 7.  Conditions Precedent to the Funding of the Term Loan ...............................           22
  7.1   Resolutions of the Companies ...........................................................           22
  7.2   Organization Documents; Good Standing ..................................................           22
  7.3   Incumbency .............................................................................           23
  7.4   Notes ..................................................................................           23
  7.5   Officer's Certificate ..................................................................           23
  7.6   Opinion ................................................................................           23
  7.7   Payment of Fees and Expenses ...........................................................           23
  7.8   Due Diligence ..........................................................................           23

Section 8. [Intentionally Omitted] .............................................................           24

Section 9.  Events of Default; Remedies; Set Offs ..............................................           24
   9.1  Events of Default ......................................................................           24
   9.2  Remedies ...............................................................................           26
   9.3  Waiver of Set-Offs .....................................................................           26

Section 10. The Agents .........................................................................           26
</TABLE>

                                      (ii)

<PAGE>

<TABLE>
<S>                                                                                                    <C>
  10.1  Appointment and Authorization ..........................................................       26
  10.2  Agents' Reliance .......................................................................       27
  10.3  Acts by Administrative Agent after Default, etc ........................................       27
  10.4  Lender Credit Decision .................................................................       28
  10.5  Agents .................................................................................       28
  10.6  Assignments and Participations .........................................................       28
  10.7  Indemnification of the Agents ..........................................................       30

Section 11.  General ...........................................................................       30
  11.1  Definitions ............................................................................       30
  11.2  Financial Terms ........................................................................       39
  11.3  Delay ..................................................................................       39
  11.4  Notices ................................................................................       39
  11.5  Costs, Expenses and Taxes; Indemnification .............................................       41
  11.6  Foreign Lenders ........................................................................       42
  11.7  Severability ...........................................................................       43
  11.8  Counterparts ...........................................................................       43
  11.9  Law ....................................................................................       43
 11.10  Successors .............................................................................       43
 11.11  Singular and Plural ....................................................................       44
 11.12  Amendments .............................................................................       44
 11.13  Entire Agreement .......................................................................       44

Signatures .....................................................................................       45

Exhibit A    List of Domestic Subsidiaries .....................................................       48
Exhibit B    Commitments of Lenders ............................................................       49
Exhibit C    Form of Term Note .................................................................       50
Exhibit D    Form of Assignment and Acceptance .................................................       53
</TABLE>


Schedule 2     Permitted Liens
Schedule 5.16  Environmental Matters

                                     (iii)

<PAGE>

                               TERM LOAN AGREEMENT

     THIS TERM LOAN AGREEMENT (the "Agreement") dated as of March 28, 2003 (the
"Effective Date"), by and among Tidewater Inc., a Delaware corporation (the
"Company"), the Borrowing Subsidiaries and Non-Borrowing Subsidiaries of the
Company (as hereinafter defined), the respective states of incorporation of
Borrowing Subsidiaries and Non-Borrowing Subsidiaries (collectively, the
"Domestic Subsidiaries") are set forth on Exhibit "A" attached hereto, which
Domestic Subsidiaries have the states of organization set forth on Exhibit "A"
attached hereto and constitute all of the Domestic Subsidiaries of the Company
(herein together with the Company called the "Companies"), and Fleet National
Bank, a national banking association, as administrative agent (the
"Administrative Agent") and Bank One, NA, a national banking association, as
documentation agent (the "Documentation Agent") (the Administrative Agent and
the Documentation Agent, collectively, the "Agents"), and the banks listed on
the signature pages hereof (the "Lenders").

                                    RECITALS

     A.   Subject to the terms and conditions of this Agreement, the Lenders
have severally agreed to make a $100,000,000 term loan available to the Company
and the Borrowing Subsidiaries, and the Company and the Borrowing Subsidiaries
have agreed to accept the term loan from the Lenders. The Non-Borrowing
Subsidiaries will guarantee the term loan.

     B.   The Companies, Agents and Lenders desire to set forth the terms and
conditions of the term loan herein.

                                    AGREEMENT

     NOW, THEREFORE, for and in consideration of the mutual covenants,
agreements and undertakings herein contained, the Agents, Lenders and the
Companies hereby agree as follows:

     Section 1. Commitment of Lenders. Subject to the terms and conditions
hereof, each Lender severally agrees to make a term loan to the Company, on the
terms and conditions set forth in this Agreement, in the aggregate principal
amounts set forth on Exhibit B hereto (the "Term Loan Commitment" or
"Commitments"):

     1.1  Term Loan. The Lenders shall severally make a term loan (the "Term
Loan" or "Loans") to the Company and the Borrowing Subsidiaries on a date
requested by the Company on or before 30 days after the Effective Date, in the
amounts set forth on Exhibit B hereto.

     1.2  Use of Proceeds. The Company and the Borrowing Subsidiaries shall use
the proceeds of the Term Loan only (i) for the financing of the Acquisitions,
and (ii) for reduction of existing

<PAGE>

indebtedness of the Companies pursuant to the Revolving Credit and Term Loan
Agreement among the Companies, the Agents and certain other lenders, dated as of
April 26, 2001, as amended (the "Revolving Credit Facility"), and (iii) for
general corporate purposes not inconsistent with the provisions of this
Agreement.

     1.3  Non-Borrowing Subsidiaries Guaranty. (a) Each of the Non-Borrowing
Subsidiaries hereby absolutely, unconditionally and solidarily guarantee as
primary obligor and not as surety the full and punctual payment (whether at
stated maturity, upon acceleration or early termination or otherwise, and at all
times thereafter) and performance of the Loans, including, without limitation,
any loans incurred or accrued under this Agreement during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, whether or not
allowed or allowable in such proceeding. Upon failure by the Company or the
Borrowing Subsidiaries to pay punctually any amount due under this Agreement,
each Non-Borrowing Subsidiary agrees that it shall forthwith on demand pay to
the Agent for the benefit of the Lenders, the amount not so paid at the place
and in the amount as specified in this Agreement. This guaranty is a guaranty of
payment and not of collection. Each Non-Borrowing Subsidiary waives any right to
require the Lenders to sue the Company or the Borrowing Subsidiaries or any
other guarantor, or any other person obligated for all or any part of the Loans,
or otherwise to enforce its payment against any collateral, if any, securing all
or any part of the Loans.

     (b)  The obligations of the Non-Borrowing Subsidiaries hereunder shall be
unconditional and absolute, and without limiting the generality of the
foregoing, shall not be released or discharged or otherwise affected by (i) any
extension, renewal, settlement, compromise, waiver of release in respect of any
of the Loans, by operation of law or otherwise, or any obligation of any other
guarantor of any of the Loans, or any default, failure or delay, willful or
otherwise, in the payment or performance of the Loans; (ii) any modification or
amendment or supplement to this Agreement or the Notes; (iii) any release,
non-perfection or invalidity of any direct or indirect security for any of the
Loans or any obligations of any other guarantor of any of the Loans or any
action or failure to act by any Agent or any Lender with respect to any
collateral (if any) securing all or part of the Loans; (iv) any change in the
corporate existence, structure or ownership of the Company or the Borrowing
Subsidiaries or any other guarantor of any of the Loans, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting the Company or
the Borrowing Subsidiaries, or any other guarantor of the Loans, or its assets
or any resulting release or discharge of any obligation of the Company or the
Borrowing Subsidiaries or any other guarantor of any of the Loans; (v) the
existence of any claim, setoff or other rights which the Non-Borrowing
Subsidiary may have at any time against the Company or the Borrowing
Subsidiaries or any other guarantor of the Loans, any Agent or any Lender,
whether in connection herewith or any unrelated transaction; (vi) any invalidity
or unenforceability relating to or against the Company or the Borrowing
Subsidiaries, or any other guarantor of any of the Loans, for any reason related
to this Agreement, or any provision or applicable law or regulation purporting
to prohibit the payment by the Company or the Borrowing Subsidiaries or any
other guarantor of the Loans, of any amount payable by the Company or the
Borrowing Subsidiaries under this Agreement or the Notes; or (vii) any other act
or omission to act or delay of any kind by the Company or the Borrowing
Subsidiaries, any other guarantor of the Loans, any Agent, any Lender or any
other circumstance whatsoever which might, but for the

                                       -2-

<PAGE>

provisions of this paragraph, constitute a legal or equitable discharge of any
Non-Borrowing Subsidiary's obligations hereunder.

     (c)  The Non-Borrowing Subsidiaries' obligations hereunder shall remain in
full force and effect until all of the Loans have been indefeasibly paid in
full. If at any time any payment by the Company or the Borrowing Subsidiaries of
any amount payable by the Company or the Borrowing Subsidiaries under this
Agreement is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Company or the Borrowing
Subsidiaries or otherwise, each of Non-Borrowing Subsidiary's obligation
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

     (d)  Each Non-Borrowing Subsidiary hereby agrees not to assert any right,
claim or cause of action, including, without limitation, a claim for
subrogation, reimbursement, indemnification or otherwise against the Company or
the Borrowing Subsidiaries arising out of or by reason of this Agreement or the
obligations hereunder, including, without limitation, the payment or securing or
purchasing of any of the Loans by any Non-Borrowing Subsidiary unless and until
the Loans are indefeasibly paid in full.

     1.4  Liability of the Companies; Additional Domestic Subsidiaries.
Irrespective of the Company or Companies who directly or indirectly receive the
amounts funded on Advances, each of the Companies shall be liable jointly and
severally and solidarily to the Lenders for all amounts outstanding from time to
time under the Credit Facility. The Company shall promptly notify the
Documentation Agent of the creation or acquisition of any company that becomes a
Domestic Subsidiary after the Effective Date and shall sign such instruments as
the Documentation Agent prepares (which shall be reasonably consistent with
instruments executed in connection with the execution of this Agreement) to make
such new Domestic Subsidiary a party hereto.

     Section 2. Promissory Notes.

     2.1  Term Notes. The Term Loan shall be evidenced by promissory notes of
the Company and the Borrowing Subsidiaries in the form of Exhibit C hereto,
dated the Effective Date, payable to the order of each Lender respectively
(together with any and all renewals, extensions, rearrangements and/or
modifications thereof, the "Term Note" or "Notes"), in the Lenders' respective
proportionate amount of the Term Loan, with appropriate insertions. The Term
Notes shall provide for payment of all principal in full at maturity on the
Maturity Date. Once the Term Loan is initially funded, the Lenders shall not
fund any additional Advances under the Term Loan.

     Section 3. Interest and Fees.

     3.1  Interest. The unpaid principal of the Credit Facility shall bear
interest at one (or both) of the following interest rates, at the Company's
option: (i) Base Rate plus the Applicable Base Rate Margin or (ii) Eurodollar
Rate plus the Applicable Eurodollar Rate Margin. The Company shall select the
interest rate applicable to each Tranche at the time of the initial funding the
Term Loan,

                                       -3-

<PAGE>

and the selected interest rate shall continue as to said Tranche until changed
in accordance with the following. The Company shall notify the Administrative
Agent of the Company's desire to change the interest rate on the Term Loan (or
any portion thereof) not less than three (3) Business Days prior to the date on
which such change shall be effective. The Company may change from Base Rate
Advances to Eurodollar Rate Advances at any time without payment of premium or
penalty, but the Company may change from Eurodollar Rate Advances to Base Rate
Advances only as of the last day of a Eurodollar Rate Interest Period without
payment of premium or penalty. In the absence of any specific rate election by
the Company, the Credit Facility shall bear interest at the Base Rate. Not more
than four (4) Eurodollar Rate Tranches shall be permitted at any time. No Credit
Facility Tranche may have a principal amount of less than $5,000,000, and each
Tranche shall be proportionately the same on each Note.

     3.2  Administrative Agent's Determination. (a) The Administrative Agent
shall determine the amount of interest payable on each Tranche, and its
determination shall be conclusive in the absence of manifest error. The
Administrative Agent shall endeavor to notify the Company of the amount of any
interest payment prior to the date on which an interest payment is due: provided
that the failure of the Administrative Agent to provide such notice shall not
affect the Companies' obligation to pay interest on such date.

     (b)  If the Administrative Agent gives notice to the Company that no
Eurodollar Rate is quoted to the Administrative Agent for the applicable
Eurodollar Rate Interest Period or in the applicable amounts, then (i) the
ability of the Company to select the Eurodollar Rate for a Tranche shall be
suspended, and (ii) the Companies shall either prepay all Eurodollar Rate
Tranches for which an interest rate is to be determined on such date or the
Notes shall thereafter bear interest at the Base Rate plus the Applicable Base
Rate Margin.

     (c)  If any applicable domestic or foreign law, treaty, rule or regulation
(whether now in effect or hereinafter enacted or promulgated, including
Regulation D of the Board of Governors of the Federal Reserve System) or any
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof (whether or not having the
force of law):

          (i)    changes the basis of taxation of payments to the Lenders of any
     principal, interest, or other amounts attributable to any Eurodollar Rate
     Tranche (other than taxes imposed on the overall net income of the Lenders
     or any lending office of the Lenders by any jurisdiction in which the
     Lenders or any such lending office is located);

          (ii)   changes, imposes, modifies, applies or deems applicable any
     reserve, special deposit, insurance assessments or similar requirements in
     respect of any such Eurodollar Rate Tranche (excluding those for which the
     Lenders are fully compensated pursuant to adjustments made in the
     definition of Eurodollar Rate) or against assets of, deposits with or for
     the account of, or credit extended by, the Lenders; or

                                       -4-

<PAGE>

          (iii)  imposes on the Lenders or the interbank eurocurrency deposit
     and transfer market any other condition affecting any such Eurodollar Rate
     Tranche,

and the result of any of the foregoing is to increase the cost to the Lenders of
funding or maintaining any such Eurodollar Rate Tranche (other than costs for
which the Lenders are fully compensated pursuant to adjustments made in the
definition of Eurodollar Rate) or to reduce the amount of any sum receivable by
the Lenders in respect of any such Eurodollar Rate Tranche by an amount deemed
by the Lenders to be material, then the Administrative Agent shall promptly
notify the Company in writing (such writing including the necessary calculations
in reasonable detail) of the happening of such event and the Companies shall
upon demand pay to the Lenders such additional amount or amounts as will
compensate the Lenders for such additional cost or reduction accrued as of the
time of such notice and thereafter, the Companies may either continue to pay to
the Lenders such additional amount as will compensate the Lenders for the
additional cost or reduction of Eurodollar Rate Tranches, or the Companies may
elect, by giving to the Administrative Agent not less than three Business Days'
notice, to change the interest rate applicable to such Tranche from the
Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the Base Rate plus
the Applicable Base Rate Margin.

     (d)  Notwithstanding any other provision hereof, if any change in
applicable laws, treaties, rules or regulations or in the interpretation or
administration thereof of or in any jurisdiction whatsoever, domestic or
foreign, shall make it unlawful or impracticable for the Lenders to maintain
Eurodollar Rate Tranches bearing interest at the Eurodollar Rate plus the
Applicable Eurodollar Rate Margin, or shall materially restrict the authority of
the Lenders to purchase, sell or take certificates of deposit or offshore
deposits of dollars, then all Eurodollar Rate Tranches which are then
outstanding and which cannot lawfully or practicably be maintained shall
immediately cease to bear interest at the Eurodollar Rate plus the Applicable
Eurodollar Rate Margin and shall commence to bear interest at the Base Rate plus
the Applicable Base Rate Margin. The Companies agree to indemnify the Lenders
and hold them harmless against all costs, expenses, claims, penalties,
liabilities and damages which may result from any such change in law, treaty,
rule, regulation, interpretation or administration, arising out of or in
connection with this Agreement and the Loans.

     (e)  The Companies will indemnify the Lenders against, and reimburse each
Lender on demand for, any loss or expense incurred or sustained by the Lenders
(including without limitation, any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Lenders
to fund or maintain Eurodollar Rate Tranches) as a result of (i) any payment or
prepayment (whether authorized or required hereunder or otherwise) of all or a
portion of any such Tranche on a day other than the day on which the applicable
Eurodollar Rate Interest Period ends, (ii) any payment or prepayment, whether
required hereunder or otherwise, of Eurodollar Rate Tranches made after the
delivery, but before the effective date, of an election to have the Eurodollar
Rate plus the Applicable Eurodollar Rate Margin apply to a Eurodollar Rate
Tranche, if such payment or prepayment prevents such election from becoming
fully effective, (iii) the failure of any Eurodollar Rate Tranche to be made by
the Lenders or of any such election to become effective due to any condition
precedent to a Eurodollar Rate Tranche not being satisfied or due to any other
action or

                                       -5-

<PAGE>

inaction of the Companies, (iv) the Companies' election to change the interest
rate from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin to the
Base Rate plus the Applicable Base Rate Margin pursuant to Section 3.2(f)(iv)
hereof, or (v) the occurrence of a Default or the non-payment of the Notes at
maturity of the Notes for any reason as set forth in Section 3.3 hereof. For
purposes of this Subsection, funding losses arising by reason of liquidation or
reemployment of deposits or other funds acquired by the Lenders to fund or
maintain Eurodollar Rate Tranches shall be calculated as (A) the remainder, if a
positive number, obtained by subtracting (1) the yield (reflecting both stated
interest rate and discount, if any) to maturity of obligations of the United
States Treasury as determined by the Administrative Agent in an amount equal or
comparable to such advance for the period of time commencing on the date of the
payment, prepayment or change of rate as provided above and ending on the last
day of the subject Eurodollar Rate Interest Period, from (2) the Eurodollar Rate
plus the Applicable Eurodollar Rate Margin of the subject Eurodollar Rate
Interest Period, (B) times the number of days from the date of payment,
prepayment or change of rate to the last day of the Eurodollar Rate Interest
Period, divided by 360, (C) times the amount of the applicable Eurodollar Rate
Tranche. Any payment due under this section will be paid to the Administrative
Agent within five days after the Administrative Agent delivers to the Company a
certificate setting forth in reasonable detail the amount of such payment, which
certificate shall be conclusive in the absence of manifest error.

     (f)  The Companies covenant and agree that:

          (i)    The Companies will pay, when due and on an after-tax basis, all
     present and future stamp and other taxes, levies, costs and charges
     whatsoever imposed, assessed, levied or collected on or in respect of any
     Eurodollar Rate Tranche (other than taxes, levies, costs or charges imposed
     on or measured by the overall net income of the Lenders, or any lending
     office of the Lenders by any jurisdiction in which the Lenders or any such
     lending office is located) (all such non-excluded taxes, levies, costs and
     charges being collectively called "Reimbursable Taxes"). Promptly after the
     date on which payment of any Reimbursable Taxes is due pursuant to
     applicable law, the Companies will, at the request of the Administrative
     Agent, furnish to the Lenders evidence in form and substance satisfactory
     to the Lenders that the Companies have met their obligation under this
     subsection.

          (ii)   The Companies will indemnify the Administrative Agent and the
     Lenders against, and reimburse the Administrative Agent and the Lenders on
     demand for, any Reimbursable Taxes paid by the Administrative Agent and the
     Lenders and any loss, liability, claim or expense, including interest,
     penalties and legal fees, that the Administrative Agent and the Lenders may
     incur at any time arising out of or in connection with the failure of the
     Companies to make any payment of Reimbursable Taxes when due. Any payment
     due under this subsection will be paid to the Administrative Agent within
     five days after demand therefor by the Administrative Agent.

                                       -6-

<PAGE>

          (iii)  All payments on account of the principal of, and interest on,
     Eurodollar Rate Tranches and all other amounts payable by the Companies to
     the Lenders hereunder shall be made free and clear of and without reduction
     by reason of any Reimbursable Taxes.

          (iv)   If the Companies are ever required to pay any Reimbursable
     Taxes with respect to any Eurodollar Rate Tranches, the Companies may
     elect, by giving to the Administrative Agent not less than three (3)
     Business Days' notice, to change the interest rate applicable to any such
     advance from the Eurodollar Rate plus the Applicable Eurodollar Rate Margin
     to the Base Rate plus the Applicable Base Rate Margin, but such election
     shall not diminish the Companies' obligation to pay all Reimbursable Taxes
     theretofore imposed, assessed, levied or collected.

     (g)  If any applicable law or regulation, or the action of any applicable
regulatory requirement increases the reserves or capital required for the Credit
Facility, the Administrative Agent shall promptly deliver a certificate to the
Company specifying in reasonable detail the additional amount as will compensate
the Lenders for the additional costs, which certificate shall be conclusive in
the absence of manifest error. The Companies shall pay the amount specified in
such certificate promptly upon receipt.

     3.3  Interest Payment Dates; Late Payment and Default Rate. Interest on
Base Rate Advances on the Term Loan shall be payable quarterly in arrears on the
last day of each March, June, September and December, beginning on the first
such date immediately following the Effective Date, with a final payment of
interest on the Maturity Date. Interest on Eurodollar Rate Advances shall be
payable on the last day of each Eurodollar Rate Interest Period (1 month, 2
months, 3 months or 6 months), and in the case of 6-month Eurodollar Rate
Interest Periods, also at the end of the first 3 months thereof; provided that
the final payment of all accrued and unpaid interest on the Eurodollar Rate
Advances shall be due and payable on the Maturity Date. Upon the occurrence of a
Default and for so long as such Default remains uncured, the interest rate on
the Notes shall be increased to the Base Rate plus the Applicable Base Rate
Margin plus two percent (2%). Interest after maturity of the Notes for any
reason whatsoever (including acceleration following the occurrence of an Event
of Default) shall be increased to the Base Rate plus the Applicable Base Rate
Margin plus two percent (2%) and shall be payable on demand.

     3.4  Agents' Fee. An Agents' fee for the Credit Facility in the amount set
forth in the Agents' Fee Agreement shall be payable by the Company to the Agents
in accordance with the Agents' Fee Agreement.

     3.5  Method of Calculating Interest and Fees. Interest at the Base Rate
(based on the Prime Rate) shall be computed on the basis of a year consisting of
365 days (366 days in a leap year) and paid for the actual days elapsed.
Interest at the Base Rate (based on the Federal Funds Rate) shall be computed on
the basis of a year consisting of 360 days and a month consisting of 30 days and
paid for the actual days elapsed. Interest at the Eurodollar Rate shall be
computed on the basis

                                       -7-

<PAGE>

of a year consisting of 360 days and a month consisting of 30 days and paid for
the actual days elapsed.

     Section 4. Payments, Reduction or Termination of the Credit Facility and
Prepayments.

     4.1  Place of Payment. All payments hereunder (including payments of
interest, principal and fees) with respect to the Notes shall be made by the
Company (on behalf of itself and all Borrowing Subsidiaries) to the
Administrative Agent in immediately available funds, prior to 1:00 p.m. (Eastern
time) at its offices at 100 Federal Street, Boston, Massachusetts, or at such
other place as may be designated by Administrative Agent to the Company in
writing. Any payment received after 1:00 p.m. (Eastern time) shall be deemed
received on the next Business Day. Whenever any payment to be made hereunder or
under the Notes fall on a date other than a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall be
included in the computation of payment of interest or any fees.

     4.2  Prepayments of Term Notes. The Company or any Borrowing Subsidiary may
from time to time (in the case of Base Rate Tranches) or at the end of any
Eurodollar Rate Interest Period (in the case of Eurodollar Rate Tranches), upon
at least three Business Day's prior telephonic notice (confirmed in writing) to
the Administrative Agent, prepay the principal of the Term Notes in whole or in
part without premium; provided, however, any partial prepayment of principal
shall be in an amount not less than $10,000,000.00. Any prepayment of the
principal of the Term Notes shall include accrued interest to the date of
prepayment on the principal amount being prepaid. No prepayments may be
reborrowed.

     4.3  Pro Rata Payments. All payments and prepayments of principal,
interest, fees and other amounts paid by the Company or any Borrowing Subsidiary
to the Administrative Agent from time to time under this Agreement shall be
promptly wired by the Administrative Agent to the Lenders in proportion to their
respective Commitments.

     Section 5. Representations and Warranties of the Company. The Company
represents and warrants to the Lenders that as of the Effective Date and any
date thereafter:

     5.1  Corporate Existence. Each of the Companies is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated and is duly qualified and in good
standing in all jurisdictions wherein the property it owns or the business it
transacts make such qualification necessary as a foreign corporation, except
where the failure to so qualify would not materially impair the ability of the
Company or any of its Subsidiaries to operate its business or own its assets;
and each of the Companies has and will continue to have (i) all necessary
corporate power and authority and (ii) all necessary material permits, licenses,
patents, trademarks and other intangibles, to acquire, own and hold the property
and all other properties it purports to own and hold and to carry on its
business as now conducted. The Domestic Subsidiaries listed on Exhibit "A"
attached hereto constitute all of the Domestic Subsidiaries of the Company.

                                       -8-

<PAGE>

     5.2  Authorization; Validity. (a) Each of the Companies is and/or has been
duly authorized to execute and deliver this Agreement, and is and will continue
to be duly authorized to perform its obligations under this Agreement. This
Agreement, as executed and when delivered, shall constitute the legal, valid and
binding obligations of each of the Companies, enforceable in accordance with
their terms.

     (b)  Each of the Company and the Borrowing Subsidiaries is and/or has been
authorized to execute and deliver the Notes, and is and will continue to be duly
authorized to perform its obligations under the Notes. The Notes, as executed
and when delivered, shall constitute the legal, valid and binding obligations of
each of the Company and the Borrowing Subsidiaries, enforceable in accordance
with their terms.

     5.3  Conflicting Agreements and Other Matters. Neither the Company nor any
of its Subsidiaries is a party to any contract or agreement or subject to any
charter or other corporate restriction which materially and adversely affects
the business, property, assets, or financial condition of the Company and its
Subsidiaries, taken as a whole. Neither the execution nor delivery of this
Agreement or the Notes, nor fulfillment of nor compliance with the terms and
provisions hereof and of the Notes will conflict with, or result in a breach of
the terms, conditions or provisions of, or constitute a default under, the
charter or by-laws of the Company or any of its Subsidiaries, any award of any
arbitrator or any agreement (including any agreement with stockholders) or
instrument to which the Company or any of its Subsidiaries is now a party, or
result in the creation of any Lien on any property or assets of the Company or
any of its Subsidiaries, or constitute a violation of any law, statute, rule,
regulation, order, judgment or decree to which the Company or any of its
Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a
party to, or otherwise subject to any provision contained in, any instrument
evidencing indebtedness of the Company or such Subsidiary, any agreement
relating thereto or any other contract or agreement (including its charter)
which (i) limits the amount of, or otherwise imposes restrictions on the
incurring of, Debt of the Companies of the type to be evidenced by the Notes, or
(ii) which imposes restrictions on the granting of Liens by the Companies on
otherwise unencumbered assets of the Companies as security for the Credit
Facility, except for the Revolving Credit Facility.

     5.4  Financial Statements. The Company has furnished the Lenders with the
consolidated balance sheets of the Company and its Subsidiaries as at fiscal
year end in each of the years 2000 through 2002, inclusive, and for the
nine-month period ending December 31, 2002, and a consolidated statement of
income and statement of cash flows for each such fiscal year and such nine-month
period, all identified by a principal financial officer of such Company and all
(other than any financial information for such nine-month period) certified by
Ernst & Young, LLP. Such financial statements (including any related schedules
and/or notes) are true and correct in all material respects (subject, as to
interim statements, to changes resulting from audits and normal year-end
adjustments) and have been prepared in accordance with generally accepted
accounting principles, and, unless otherwise set forth therein, consistently
followed throughout the periods involved and show all liabilities, direct and
contingent, of the Company and its Subsidiaries required to be shown in
accordance with such principles. The balance sheets fairly present the condition
of the Company and its Subsidiaries as at the dates thereof, and the related
statements of earnings, stockholders'

                                       -9-

<PAGE>

equity and cash flows fairly present the results of the operations of the
Company and its Subsidiaries for the periods indicated. As of the date of this
Agreement, there has been no material adverse change in the business, condition
or operations (financial or otherwise) of the Company and its Subsidiaries taken
as a whole, since December 31, 2002.

     5.5  Litigation and Contingent Liabilities. No litigation or governmental
proceedings are pending or threatened against the Company or any of its
Subsidiaries, the results of which are likely to materially adversely affect the
financial condition or operations of the Company and its Subsidiaries on a
consolidated basis, except as provided for or disclosed in the financial
statements referred to in Section 5.4 hereof. Other than any liability incident
to such litigation or proceedings provided for or disclosed in the financial
statements referred to in Section 5.4 hereof, or any other material contingent
liabilities provided for or disclosed in the financial statements referred to in
Section 5.4 hereof, the Company and its Subsidiaries, on a consolidated basis,
do not have any material contingent liabilities.

     5.6  Outstanding Funded Debt. Neither the Company nor any of its
Subsidiaries has outstanding any Funded Debt, except pursuant to, or as
otherwise permitted by, the Revolving Credit Facility. There exists no default
under the provisions of any instrument evidencing Debt or of any agreement
relating thereto.

     5.7  Title to Properties. Except for assets which are the subject of
Capitalized Lease Obligations, the Company and its Subsidiaries each have and
will continue to have good and marketable title to their respective properties
and assets, including the properties and assets reflected in the financial
statements described in Section 5.4 hereof, subject to no Lien of any kind
except Liens permitted by Section 6.8 hereof. All leases necessary in any
material respect for the conduct of the respective businesses of the Company and
its Subsidiaries are valid and subsisting and are in full force and effect.

     5.8  Purpose. The proceeds of the Loan will be used by the Companies only
for the purposes specified in Section 1.2 hereof.

     5.9  Margin Stock. Neither the Company nor any of its Subsidiaries is
engaged in the business of purchasing or selling margin stock (as defined in any
regulation of the Board of Governors of the Federal Reserve System) or extending
credit to others for the purpose of purchasing or carrying margin stock and no
part of the proceeds of any borrowing hereunder will be used to purchase or
carry any margin stock or for any other purpose which would violate any of the
margin regulations of such Board of Governors.

     5.10 ERISA. No accumulated funding deficiency (as defined in Section 302 of
ERISA and Section 412 of the Code), whether or not waived, exists with respect
to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been
or is expected by the Company to be incurred with respect to any Plan (other
than a Multiemployer Plan) by the Company or any of its Subsidiaries which is or
would be materially adverse to the Company and its Subsidiaries taken as a
whole. Neither the Company nor any of its Subsidiaries has incurred or presently
expects to incur any withdrawal of liability under Title IV of ERISA with
respect to any Multiemployer Plan which is

                                      -10-

<PAGE>

or would be materially adverse to the Company and its Subsidiaries taken as a
whole. The execution and delivery of this Agreement will not, and the delivery
of the Notes will not, involve any transaction which is subject to the
prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to Section 4975 of the Code. The term "Code" shall mean the
Internal Revenue Code of 1986, as amended; the term "Plan" shall mean an
"employee pension benefit plan" (as defined in Section 3 of ERISA) which is or
has been established or maintained, or to which contributions are or have been
made, by the Company or by any trade or business, whether or not incorporated,
which, together with the Company, is under common control, as described in
Section 414(b) or (c) of the Code; and the term "Multiemployer Plan" shall mean
any plan which is a "multiemployer plan" (as such term is defined in Section
4001(a)(3) of ERISA).

     5.11 Consents. At the time of the funding of the Term Loan, no consent,
approval or authorization of, or registration or declaration with, any federal
or state governmental authority or other regulatory agent for the validity of
the execution and delivery or for the performance by any of the Companies of
this Agreement and the Notes or any agreement or instrument executed in
connection herewith, will be required.

     5.12 Tax Returns; Taxes. The Company has and each of its Subsidiaries have
filed all federal, state, foreign and other income tax returns which, to the
knowledge of the officers of the Company, are required to be filed by any
jurisdiction, and each has paid and will pay all taxes which have or
subsequently become due pursuant to said returns or pursuant to any assessments,
except those contested in good faith by appropriate proceedings and for which
sufficient reserves have been or will be established.

     5.13 Compliance with Laws. The Company and each of its Subsidiaries is in
substantial compliance with all laws and regulations applicable to the Companies
and the businesses conducted by them (including without limitation, laws and
regulations relating to pollution and environmental control, equal employment
opportunity and employer safety) in all jurisdictions in which the Company and
each of its Subsidiaries is presently doing business, and the Company will
substantially comply and cause each of its Subsidiaries to substantially comply
with all such laws and regulations which may be legally imposed in the future in
jurisdictions in which the Company or any Subsidiary may then be doing business.

     5.14 Foreign Assets Control Regulations. Neither the borrowing by the
Company and the Borrowing Subsidiaries hereunder nor their use of the proceeds
thereof will violate the Foreign Assets Control Regulations, the Burmese
Sanctions Regulations, the Cuban Assets Control Regulations, the Iranian Assets
Control Regulations, the Libyan Sanctions Regulations, the Iranian Transactions
Regulations, Iraqi Sanctions Regulations, the Sudanese Sanctions Regulations,
the UNITA (Angola) Sanctions Regulations or the Federal Republic of Yugoslavia
(Serbia and Montenegro) Sanctions Regulations, the Taliban (Afghanistan)
Sanctions Regulations and the Western Balkans Stabilization Regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V), or the
Comprehensive Anti-Apartheid Act of 1986 (P.L. 99-440), or any similar asset
control regulations now existing or hereafter promulgated by the United States
Treasury Department.

                                      -11-

<PAGE>

     5.15  Disclosure. Neither this Agreement nor any other document,
certificate or statement furnished to the Lenders by or on behalf of the Company
and the Subsidiaries in connection herewith contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein not misleading. There is no fact
peculiar to the Company or any of its Subsidiaries which materially adversely
affects or in the future may (so far as the Company can now foresee) materially
adversely affect the business, property or assets, or financial condition, of
the Company and any of its Subsidiaries, taken as a whole, and which has not
been set forth in this Agreement or in the other documents, certificates and
statements furnished to the Lenders by or on behalf of the Company prior to the
date hereof in connection with the transactions contemplated hereby.

     5.16  Environmental Matters. (i) Neither the Company nor any Subsidiary is
subject to any Environmental Liability or Environmental Requirement which could
reasonably be expected to have a material adverse effect on the business,
financial condition, operations or prospects of the Company and its
Subsidiaries, taken as a whole.

     (ii)  Except as set forth on Schedule 5.16, neither the Company nor any
Subsidiary has been designated as a potentially responsible party under CERCLA
or under any state statute similar to CERCLA. None of the Properties has been
identified on any current or proposed National Priorities List under 40 C.F.R.
ss.300 or any list arising from a state statute similar to CERCLA. None of the
Properties has been identified on any CERCLIS list.

     (iii) No Hazardous Materials have been or are being used, produced,
manufactured, processed, generated, stored, disposed of, released, managed at or
shipped or transported to or from the Properties or are otherwise present at,
on, in or under the Properties or, to the best knowledge of the Companies, at or
from any adjacent site or facility, except for Hazardous Materials used,
produced, manufactured, processed, generated, stored, disposed of, released and
managed in the ordinary course of business in compliance with all applicable
Environmental Requirements, except where failure to comply could not reasonably
be expected to have a material adverse affect on the business, operations, or
financial condition of the Company and its Subsidiaries, taken as a whole.

     (iv)  Except as set forth in Schedule 5.16, the Company and each of its
Subsidiaries has procured all permits, licenses or authorizations (or any
variances or waivers) necessary under Environmental Requirements for the conduct
of its business.

     5.17  Special Provisions. The foregoing representations and warranties
shall be true and correct as of the Effective Date, and shall remain true and
correct from and after the Effective Date.

     Section 6. Covenants of the Company.

     From the date of this Agreement and thereafter until the expiration or
termination of the Credit Facility and until the Notes and other liabilities of
the Company hereunder are paid in full:

                                      -12-

<PAGE>

     6.1  Financial Statements: The Company agrees that it will furnish to the
Documentation Agent one copy for each of the Lenders of the following:

     (a)  as soon as practicable and in any event within forty-five (45) days
          after the end of each quarterly period (other than the last quarterly
          period) in each fiscal year, a consolidated balance sheet of the
          Company and its Subsidiaries as at the end of such quarterly period
          and the related statement of earnings and cash flows for the period
          from the beginning of the current fiscal year to the end of such
          quarterly period, setting forth in each case in comparative form
          figures for the corresponding period in the preceding fiscal year, all
          in reasonable detail and certified by an authorized financial officer
          of the Company, subject to changes resulting from year end
          adjustments; provided, however, that delivery pursuant to clause (c)
          below of copies of the Quarterly Report on Form 10-Q of the Company
          for such quarterly period filed with the Securities and Exchange
          Commission shall be deemed to satisfy the requirements of this clause
          (a);

     (b)  as soon as practicable and in any event within ninety (90) days after
          the end of each fiscal year, a consolidated balance sheet of the
          Company and its Subsidiaries as at the end of such year and the
          related statements of earnings, stockholders' equity and cash flow for
          such year, setting forth in each case in comparative form
          corresponding consolidated figures from the preceding annual audit,
          all in accordance with generally accepted accounting principles and
          unrestricted in audit scope and certified as to consolidated
          statements of the Company by independent public accountants of
          recognized standing selected by the Company whose certificate shall be
          in scope and substance satisfactory to Lenders; provided, however,
          that delivery pursuant to clause (c) below of copies of the Annual
          Report on Form 10-K of the Company for such fiscal year filed with the
          Securities and Exchange Commission shall be deemed to satisfy the
          requirements of this clause (b);

     (c)  promptly upon transmission thereof, copies of all such financial
          statements, proxy statements, notices and reports as the Company shall
          send to its public stockholders and copies of all registration
          statements (without exhibits) and all reports which the Company files
          with the Securities and Exchange Commission (or any governmental body
          or agency succeeding to the functions of the Securities and Exchange
          Commission);

     (d)  promptly upon receipt thereof, a copy of each other report submitted
          to the Company or any of its Subsidiaries by independent accountants
          in connection with any annual, interim or special audit made by them
          of the books of the Company or any of its Subsidiaries and which the
          Company or any of its Subsidiaries shares with the audit committee of
          the Board of Directors of the Company;

                                      -13-

<PAGE>

     (e)   with reasonable promptness, such other financial data as Lenders may
           reasonably request; and

     (f)   as soon as practicable but in any event not later than ninety (90)
           days after the beginning of each fiscal year, a consolidated budget
           of the Company and its Subsidiaries for the ensuing fiscal year.


Together with each delivery of financial statements required by clauses (a) and
(b) above, the Company will deliver to the Documentation Agent an original of an
Officer's Certificate demonstrating (with computations in reasonable detail)
compliance with Sections 6.12, 6.13 and 6.14, stating that there exists no Event
of Default or Default, or, if any such Event of Default or Default exists,
specifying the nature thereof, the period of existence thereof and what action
the Company proposes to take with respect thereto. Together with each delivery
of financial statements required by clause (b) above, the Company will also
deliver to the Documentation Agent an original of a certificate of said
accountants stating that, in making the audit necessary to the certification of
such financial statements, they have obtained no knowledge of any Default or any
Event of Default, or, if any such Event of Default or Default exists, specifying
the nature and period of existence thereof. Such accountants, however, shall not
be liable to anyone by reason of their failure to obtain knowledge of any such
Event of Default or Default which would not be disclosed in the course of an
audit conducted in accordance with generally accepted auditing standards.

     The Company also agrees that forthwith upon the chief executive officer,
principal financial officer or principal accounting officer of the Company
obtaining knowledge of:

         (i)   an Event of Default or Default;

         (ii)  a material adverse change in the financial condition, business or
               operations of the Company and its Subsidiaries, taken as a whole;

         (iii) the institution of legal proceedings against the Company and/or
               any Subsidiary, which is likely to materially adversely affect
               the financial condition, business or operations of the Company
               and its Subsidiaries, taken as a whole, or which in any manner
               draws into question the validity of or is likely to impair the
               ability of the Companies to perform their obligations under this
               Agreement or the Notes;

         (iv)  the occurrence of any default (after the passage of any grace
               period) by a Company under the Revolving Credit Facility or any
               other agreement or note evidencing borrowed money for an
               aggregate initial principal amount equal to or greater than
               $1,000,000;

         (v)   any (A) Environmental Liability which is likely to materially
               adversely affect the financial condition, business or operations
               of the Company and its

                                      -14-

<PAGE>

               Subsidiaries, taken as a whole, (B) pending, threatened or
               anticipated Environmental Proceedings, which is likely to
               materially adversely affect the financial condition, business or
               operations of the Company and its Subsidiaries, taken as a whole,
               (C) Environmental Notice which is likely to materially adversely
               affect the financial condition, business or operations of the
               Company and its Subsidiaries, taken as a whole, (D) Environmental
               Judgment or Order which is likely to materially adversely affect
               the financial condition, business or operations of the Company
               and its Subsidiaries, taken as a whole, or (E) Environmental
               Releases at, on, in, under or in any way materially affecting the
               Properties;

     (vi)      any violation of the provisions of Section 6.17 hereto relating
               to ERISA compliance; or

     (vii)     the occurrence of any other event that is likely to impair the
               ability of the Companies to meet their obligations hereunder.

The Company will deliver to the Documentation Agent an Officer's Certificate
specifying the nature and period of existence thereof and what action the
Company has taken, is taking or proposes to take with respect thereto.

      The Documentation Agent will promptly distribute to the Lenders, originals
(to the extent available) or copies of the financial statements and reports, the
Officer's Certificates and all other documents received by the Documentation
Agent from the Borrower pursuant to this Section 6.1.

     6.2 Inspection of Property and Books and Records. The Company agrees that
it will permit the Agents, each Lender (with prior notice to the Agents) and any
Person designated by the Agents in writing, at Agents' (or Lender's) expense, to
visit and inspect any of the properties of the Company and its Subsidiaries, to
examine the corporate books and financial records of the Companies and make
copies thereof or extracts therefrom, and to discuss the affairs, finances and
accounts of any of such corporations with the principal officers of each of the
Companies and their respective independent public accountants, all at such
reasonable times and as often as Agents or the Lenders may reasonably request.

     6.3 Covenant to Secure Notes Equally. (a) The Company agrees that if the
Company or any Subsidiary shall create or assume any Lien of any kind upon any
of its property or assets, whether now owned or hereafter acquired, other than
Liens permitted by the provisions of Section 6.8 (unless prior written consent
to the creation or assumption thereof shall have been obtained), they will make
or cause to be made effective provisions whereby the Notes will be secured by
such Lien equally and ratably with any and all other Debt thereby secured, as
long as any such other Debt shall be so secured.

     (b)  The Company agrees not to become a party to, or otherwise be subject
to, any provision contained in any instrument evidencing indebtedness of any of
the Companies which

                                      -15-

<PAGE>

imposes restrictions on the granting of Liens by the Companies on otherwise
unencumbered assets of the Companies as security for the Notes, except for the
Revolving Credit Facility and as otherwise set forth herein.

     6.4 Guaranteed or Collateralized Obligations. The Company agrees that if it
or any of its Subsidiaries incurs or permits to exist any Debt in any event in
excess of an aggregate principal amount equal to $10,000,000 guaranteed or
collateralized (except as permitted by Sections 6.8(v) and 6.8(ix) hereof) in
any other manner by any other Person (other than any governmental entity, or
other than in connection with (y) bonds, letters of credit, letters of
undertaking, or other instruments related to litigation, or the avoidance
thereof, involving the Company or its Subsidiaries, including the release of
assets of the Company or its Subsidiaries in connection with such litigation, or
(z) performance bonds, surety bonds, letters of credit, bank guaranties, and
other instruments related to the conduct of the business of the Company or its
Subsidiaries, excluding any obligation for borrowed money), it will
simultaneously cause such Person to execute and deliver to the Lenders a
guaranty agreement or collateral agreement, as the case may be, in form and
substance satisfactory to the Lenders either (i) guaranteeing payment of the
principal amount of the Notes and any premium and interest thereon, which bears
the same ratio to the total unpaid principal amount of the Notes as the amount
of such other obligation which is guaranteed bears to the total unpaid principal
amount of such other obligation or (ii) collateralizing the Notes equally and
ratably with such other obligation, as the case may be. Nothing contained in the
foregoing shall be deemed to permit the Companies to incur Liens to Persons
other than the Lenders in excess of those permitted by Section 6.8 hereof.

     6.5 Maintenance of Insurance. The Company agrees that it will, and will
cause each Subsidiary to maintain, with responsible insurers, insurance with
respect to its properties and business against such casualties and contingencies
(including, but not limited to, public liability, larceny, embezzlement or other
criminal misappropriation, pollution and war risks) and in such amounts as is
customary in the case of similarly situated corporations engaged in the same or
similar businesses.

     6.6 Maintenance of Corporate Existence/Compliance with Law/Preservation of
Property. Except as allowed under Sections 6.10 and 6.11, the Company covenants
that it and each Subsidiary will do or cause to be done all things necessary to
preserve, renew and keep in full force and effect the corporate existence of
such Company and its Subsidiaries and comply in all material respects with all
laws and regulations (including, without limitation, laws and regulations
relating to equal employment opportunity and employee safety) applicable to it
and its Subsidiaries, the failure with which to comply is likely to materially
adversely affect the business, operations or financial condition of the Company
and its Subsidiaries, taken as a whole; at all times maintain, preserve and
protect all material intellectual property of the Company and its Subsidiaries,
and preserve all the remainder of its material property used or useful in the
conduct of its business and keep the same in good repair, working order and
condition. The Company shall not enter into business activities materially
different from the nature of the business activities of the Company as of the
date of this Agreement.

                                      -16-

<PAGE>

     6.7 Compliance with Environmental Laws. The Company will, and will cause
each of its Subsidiaries to, comply in a timely fashion with, or operate
pursuant to valid waivers of the provisions of, all Environmental Requirements
including, without limitation, requirements with respect to the emission of
wastewater effluent, solid and hazardous waste and air pollution, and any other
applicable requirements for conducting, on a timely basis, periodic tests and
monitoring for contamination of ground water, surface water, air and land and
for biological toxicity of the aforesaid, and comply with any applicable
regulations (except to the extent such regulations are waived by appropriate
governmental authorities) of the Environmental Protection Agency or other
relevant federal, state or local governmental authority, except where the
failure to do so is not likely to materially adversely affect the business,
operations or financial condition of the Company and the Subsidiaries, taken as
a whole. To the fullest extent permitted by applicable law, the Company agrees
to indemnify and hold the Agents, the Lenders, their officers, agents and
employees harmless from any loss, liability, claim or expense that they may
incur or suffer as a result of a breach by the Company or any of the
Subsidiaries, as the case may be, of this covenant. The Company shall not be
deemed to have breached or violated this Section 6.7 if the Company or
Subsidiary is challenging in good faith by appropriate proceedings diligently
pursued the application or enforcement of such Environmental Requirements for
which adequate reserves have been established in accordance with generally
accepted accounting principles.

     6.8 Liens. The Company agrees that it will not, and will not permit any
Subsidiary to create, assume or suffer to exist any Lien upon any of their
respective property or assets, whether now owned or hereafter acquired (whether
or not provision is made for the equal and ratable securing of the Term Loans in
accordance with the provisions of Section 6.3) except:

         (i)   Liens for taxes (including ad valorem and property taxes) not yet
               due or which are being contested in good faith by appropriate
               proceedings;

         (ii)  Liens incidental to the conduct of their businesses or the
               ownership of their property and assets which were not incurred in
               connection with the borrowing of money or the obtaining of
               advances of credit, and which do not in the aggregate materially
               detract from the value of their property or assets or materially
               impair the use thereof in the operation of their business;

         (iii) presently existing Liens on property or assets of any of the
               Subsidiaries to secure obligations of any of such Subsidiaries to
               the Company or another Subsidiary;

         (iv)  Liens to secure up to $20,000,000 of letters of credit
               obligations of the Company;

         (v)   any common law right of set off or banker's lien arising in the
               ordinary course of business in connection with deposit
               arrangements maintained by the Company and its Subsidiaries with
               its banks or other financial institution, other than a Lender in
               connection with this Agreement (which such rights have been
               waived pursuant to Section 9.3 hereof); and

                                      -17-

<PAGE>

         (vi)       Liens on assets covered by financing arrangements, including
                    lease financing arrangements which would be characterized as
                    capitalized leases in accordance with generally accepted
                    accounting principles, if the indebtedness for all such
                    agreements does not in the aggregate exceed fifteen percent
                    (15%) of Consolidated Stockholders' Equity.

         (vii)      presently existing Liens on property or assets of any
                    Foreign Subsidiary consisting of marine mortgages on new
                    vessels under construction or on vessels already
                    constructed, which Liens were required as a condition of new
                    vessel financing from non-United States sources, all of
                    which Liens (other than Liens which are incidental and do
                    not materially affect such property or assets) are set forth
                    on Schedule 2-Part 1 attached hereto and made a part hereof;

         (viii)     any presently existing Lien which existed on any real or
                    personal property of any corporation at the time it became a
                    Subsidiary, or which existed prior to the time of
                    acquisition upon any real or personal property acquired by
                    the Company or any Subsidiary through purchase, merger or
                    consolidation or otherwise, whether or not assumed by the
                    Company or any Subsidiary, or placed upon real or personal
                    property acquired by the Company or any Subsidiary, in
                    connection with the purchase thereof, all of which Liens
                    (other than Liens which are incidental and do not materially
                    affect such property) are set forth on Schedule 2-Part 2
                    attached hereto and made a part hereof, provided that any
                    such Lien shall not encumber any other property of the
                    Company or any Subsidiary;

         (ix)       any Lien renewing, extending or refunding any Lien permitted
                    by clause (v) above, provided that the principal amount
                    secured is not increased and the Lien is not extended to
                    other property; and

         (x)        Liens securing the Credit Facility or the Revolving Credit
                    Facility.

     6.9 Investments. The Company agrees that it will not and will not permit
any Subsidiary to make any investment in, or any loan or advance to, or own,
purchase or acquire (other than as allowed in Section 6.10) any stock or
securities of, any Person (all of the foregoing being herein called "Restricted
Investments"), except that:

         (i)        the Company or any of its Subsidiaries may own, purchase or
                    acquire (A) direct obligations of the United States of
                    America or any of its agencies or obligations guaranteed by
                    the United States of America or any of its agencies and
                    having maturities not in excess of two years from the date
                    of purchase or acquisition, (B) prime commercial paper rated
                    A1 or P1 and having maturities not in excess of two years
                    from the date of purchase or acquisition,

                                      -18-

<PAGE>

               (C) certificates of deposit issued by any banks with a net worth
               of at least $100,000,000 and a rating by either Moody's Investor
               Services, Inc. or Standard & Poors of at least A or better and
               having maturities not in excess of two years from the date of
               purchase or acquisition, or (D) any publicly-available money
               market funds sponsored by reputable financial institutions and
               composed of one or more of the investments described in Clauses
               (A) through (C); provided, however, that in the case of any
               Lender or Lenders whose rating is less than A, the maximum amount
               of the certificates of deposit issued by such Lender or Lenders
               shall not exceed $3,000,000 individually or $12,000,000 in the
               aggregate;

         (ii)  any Canadian Subsidiary may own, purchase or acquire direct
               obligations of the Canadian Government having maturities not in
               excess of two years from the date of purchase or acquisition;

         (iii) the Company or any of its Subsidiaries may (A) make or permit to
               remain outstanding loans or advances to the Company or any
               Subsidiary, (B) own, purchase or acquire stock or securities of a
               Subsidiary or of a corporation which immediately after such
               purchase or acquisition will be a Subsidiary, or (C) acquire and
               own stock or securities received in a settlement of debts created
               in the ordinary course of business and owed to the Company or any
               Subsidiary;

         (iv)  any Foreign Subsidiary may own, purchase or acquire certificates
               of deposit having maturities not in excess of two years from the
               date of purchase or acquisition and issued by foreign banks or by
               the foreign branches of United States banks if each such foreign
               bank or foreign branch has a net worth of at least $100,000,000
               and a rating by either Moody's Investor Services, Inc. or
               Standard & Poors of at least A or better; and

         (v)   the Company or any Subsidiary may make loans or advances to or
               own, purchase or acquire stock or securities or an interest in
               any joint venture entity; provided, however, that the aggregate
               amount of all such loans, advances and investments in joint
               venture entities at any time outstanding shall not exceed
               $100,000,000.

The foregoing restrictions on investments by the Companies shall not apply to
funds maintained in rabbi trusts established by the Companies for supplemental
executive retirement plans and early retirement incentive programs. Furthermore,
the foregoing restrictions on investments by the Company shall not apply to
purchases by the Company of its own stock or securities.

     6.10 Dispositions of Stock and Debt. The Company agrees that it will not,
and will not permit any Subsidiary to sell or otherwise dispose of any shares of
stock or Debt of any Subsidiary, except (i) to the Company or another
Subsidiary, (ii) a sale of shares of a Subsidiary in connection

                                      -19-

<PAGE>

with the creation of a joint venture (subject to the limitations on investments
set forth in Subsections 6.9(v), and (iii) except that all shares of stock and
Debt of any Subsidiary at the time owned by or owed to the Company or any of its
Subsidiaries may be sold as an entirety for a cash consideration which
represents the fair value (as determined in good faith by the Board of Directors
of the Company) at the time of sale of the shares and Debt so sold; provided
that the assets of such Subsidiary do not constitute a substantial part of the
consolidated assets of the Company and its Subsidiaries; and provided further
that, at the time of such sale, such Subsidiary shall not own, directly or
indirectly, any Debt of the Company or any shares of stock or Debt of any other
Subsidiary (unless all of the shares of stock and Debt of such other Subsidiary
owned, directly or indirectly by the Company and all Subsidiaries are
simultaneously being sold as permitted by this Section 6.10; and provided,
further, that the Company may sell 70% of the stock of Tidewater (Malaysia)
Sdn.Bhd. to citizens of Malaysia.

     6.11 Mergers and Consolidations. The Company agrees that it will not, and
will not permit any Subsidiary to merge or consolidate with any other
corporation or sell, lease or transfer or otherwise dispose of all or a
substantial part of its assets to any Person, except that provided no Default
has occurred and is continuing and further provided that no Default will occur
as a result thereof:

          (i)   any Subsidiary may merge or consolidate with the Company
                (provided that the Company shall be the continuing or surviving
                corporation) or with any one or more other Subsidiaries;

          (ii)  any Subsidiary may sell, lease, transfer or otherwise dispose of
                any of its assets to the Company or another Subsidiary;

          (iii) any Subsidiary may sell or otherwise dispose of all or
                substantially all of its assets subject to the conditions
                specified in Section 6.10 with respect to a sale of the stock of
                such Subsidiary;

          (iv)  the Company may merge or consolidate with any corporation
                provided that the Company shall be the continuing or surviving
                corporation; and

          (v)   any Subsidiary may merge or consolidate with any corporation
                provided such continuing or surviving corporation shall remain
                or become a Subsidiary of the Company.

     6.12 Minimum EBITDA to Fixed Charge Ratio. The Company agrees that it will
not permit its EBITDA to Fixed Charge Ratio to be less than 2.00 to 1.00.

     6.13 Maximum Funded Debt to EBITDA Ratio. The Company agrees that it will
not permit its Funded Debt to EBITDA Ratio to be greater than 3.00 to 1.00.

     6.14 Maximum Funded Debt to Total Capitalization Ratio. The Company agrees
that it will not permit its Funded Debt to Total Capitalization Ratio to be
greater than 0.40 to 1.00.

                                      -20-

<PAGE>

     6.15 Transactions with Related Party. The Company agrees that it will not,
and will not permit any Subsidiary to effect any transaction with any Affiliate
or Subsidiary by which any asset or services of a Company or a Subsidiary is
transferred to such Affiliate or Subsidiary, or from such Affiliate or
Subsidiary or enter into any other transaction with an Affiliate or Subsidiary,
on terms less favorable to such Company or such Subsidiary than would be
reasonably expected to be given in a similar transaction with an unrelated
entity. The foregoing restrictions shall not apply to transactions between the
Company and a Subsidiary or a Subsidiary and another Subsidiary.

     6.16 Stock Transactions by Subsidiaries. The Company agrees that it will
not permit any Subsidiary to issue, sell or dispose of any shares of any class
of its stock (other than directors' qualifying shares or shares which are
effectively controlled by the Company) except to the Company or another
Subsidiary or as permitted by Section 6.10.

     6.17 ERISA. The Company agrees that it will not, and will not permit any
Subsidiary to:

            (i) terminate or withdraw from any Plan so as to result in any
material liability to the PBGC;

            (ii) engage in or permit any Person to engage in any prohibited
transaction (as defined in Section 4975 of the Code) involving any Plan (other
than a Multiemployer Plan) which would subject the Company or any Subsidiary to
any material tax, penalty or other Liability;

            (iii) incur or suffer to exist any material accumulated funding
deficiency (as defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, involving any Plan (other than a Multiemployer Plan); or

            (iv) allow or suffer to exist any risk or condition, which presents
a material risk of incurring a material liability to the PBGC.

     6.18 Federal Reserve Regulations, etc. The Company agrees that it will not,
and will not permit any Subsidiary or any agent acting on behalf of the Company
or any Subsidiary, to take any action which might cause this Agreement or the
Notes to violate Regulation U or any other regulation of the Board of Governors
of the Federal Reserve System or to violate the Securities Exchange Act of 1934,
as amended, in each case as in effect now or as the same may hereafter be in
effect.

     6.19 Environmental Matters. Each of the Companies agrees that it will not,
and will not permit any Third Party to use, produce, manufacture, process,
generate, store, dispose of, manage at, or ship or transport to or from the
Properties any Hazardous Materials except for Hazardous Materials used,
produced, manufactured, processed, generated, stored, disposed of, released or
managed in the ordinary course of business in compliance with all applicable
Environmental Requirements and except for Hazardous Materials released in
amounts which do not require remediation pursuant to applicable law or
regulation, and which do not present any danger to health,

                                      -21-

<PAGE>

safety or the environment, or unless any liability resulting from such
remediation is not likely to materially adversely affect the business,
operations or financial condition of the Company and its Subsidiaries, taken as
a whole.

     6.20  Taxes. The Company agrees that it will pay when due, and cause each
of its Subsidiaries to pay when due, all taxes, assessments, and other
liabilities, other than for borrowed money, except and so long as contested in
good faith.

     Section 7. Conditions Precedent to the Funding of the Term Loan. The
obligation of the Lenders to make the term Loan to the Company under this
Agreement is subject to the receipt by the Documentation Agent of the following:

     7.1   Resolutions of the Companies. Copies, duly certified by the secretary
or assistant secretary of each of the Companies, of (a) the resolutions of the
Board of Directors of each of the Companies authorizing the borrowings or
guaranties hereunder and the execution and delivery of this Agreement and the
Notes, (b) all documents evidencing other necessary corporate action, and (c)
all approvals, or consents, if any, necessary with respect to this Agreement and
the Notes.

     7.2   Organization Documents; Good Standing. Copies of (a) the certificate
of incorporation of the Company (certified as of a recent date by the Secretary
of State of Delaware), (b) the by-laws of the Company, certified by the
secretary or assistant secretary of the Company, (c) the certificate of
incorporation and by-laws of each Identified Subsidiary, certified by the
secretary or assistant secretary of such Identified Subsidiary, in each case as
in effect on the Effective Date, (d) certificates of good standing for the
Company and each of the Identified Subsidiaries, issued by the Secretary of
State of their respective states of incorporation, (e) certificate of
qualification to do business of the Company issued by the Secretary of State of
the State of Louisiana.

     7.3   Incumbency. Certificates of the secretary or assistant secretary of
each of the Companies, certifying the name of the officers of each of the
Companies, respectively, authorized to execute this Agreement and the Notes, and
all other documents or certificates to be delivered hereunder, together with the
true signatures of such officers.

     7.4   Notes. The duly executed Term Notes payable to the respective
Lenders.

     7.5   Officer's Certificate. A certificate of the president or chief
financial officer of the Company, dated as of the Effective Date, certifying
that as of the Effective Date (i) the representations and warranties of the
Company set forth in Section 5 hereof are true and correct, (ii) no Event of
Default has occurred, and (iii) no material adverse change in the financial
condition, business, operations or prospects of the Company or its Subsidiaries
has occurred since December 31, 2002.

     7.6   Opinion. The opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P., special counsel to the Company, addressed to the Lenders, to
the effect that (a) each of the Company and the Identified Subsidiaries is a
corporation duly organized, validly existing and in

                                      -22-

<PAGE>

good standing under the laws of the jurisdiction of its incorporation and is
duly qualified and in good standing as a foreign corporation in all
jurisdictions wherein the property it owns or the business it transacts makes
such qualification necessary, except where the failure to so qualify would not
impair the ability of Company or any of the Identified Subsidiaries to operate
its business or own its assets; (b) each of the Companies has full power to
execute, deliver and perform its obligations under this Agreement and the Term
Notes; (c) such actions have been duly authorized by all necessary corporate
action, and are not in conflict with any provision of law or of the charter or
by-laws of any of the Companies, nor in conflict with any agreement binding upon
the Company or any of the Identified Subsidiaries; (d) this Agreement and the
Term Notes, when executed and delivered, are the legal and binding obligations
of the Company, enforceable in accordance with their respective terms, except as
enforcement may be limited by applicable bankruptcy, reorganization, moratorium
or similar laws; and (e) no consent or approval of the shareholders of the
Company or of any governmental authority is required as a condition to the
validity or enforceability of this Agreement or the Notes.

     7.7   Payment of Fees and Expenses. Evidence that the Company has paid (i)
all underwriting fees due the Administrative Agent pursuant to the Agents' Fee
Agreement, and (ii) all other fees and expenses of the Agents and their counsel
as described in Section 11.5 hereof.

     7.8   Due Diligence. Evidence satisfactory to the Agent as to (i) review of
the purchase agreement for the Acquisition; (ii) completion of due diligence of
the Company and the company from whom the Acquisition is to be made; (iii) the
corporate and capital structure of the Company on a pro forma basis after giving
effect to the Acquisition; (iv) financial projections of the Company for the
duration of the Term Loans; (v) absence of any litigations that (in the judgment
of the Agents or any Lender) would prohibit the Lenders from making the Term
Loans or would have a material adverse effect on the Company; (vi) absence of
any disruption or material adverse change in the financial or capital markets in
general; and (vii) absence of any material changes in governmental regulations
or policies affecting the Company, the Agents, the Co-arrangers or the Lenders
prior to the funding of the Term Loans.

     Section 8. [Intentionally Omitted]

     Section 9. Events of Default; Remedies; Set Offs.

     9.1   Events of Default. Any one of the following events shall constitute
Events of Default hereunder and under this Agreement and the Notes, individually
and collectively:

     (a)   The Company or any Borrowing Subsidiary defaults in the payment of
any principal on any Note when the same shall become due, either by the terms
thereof or otherwise as herein provided.

     (b)   The Company or any Borrowing Subsidiary defaults in the payment of
any interest on any Note or any other amount due hereunder for more than 5 days
after the date due.

                                      -23-

<PAGE>

     (c)   The Company or any Subsidiary defaults in any payment of principal or
of interest on any other obligation for borrowed money (including, but not
limited to, the Revolving Credit Facility, any Capitalized Lease Obligation, any
obligation under a conditional sale or other title retention agreement, any
obligation issued or assumed as full or partial payment for property whether or
not secured by a purchase money mortgage or any obligation under notes payable
or drafts accepted representing extensions of credit) beyond any period of grace
provided with respect thereto, or in the performance or observance of any other
agreement, term or condition contained in any agreement under which any such
obligation is created if the effect of such default is to cause, or permit the
holder or holders of such obligation (or a trustee on behalf of such holder or
holders) to cause, such obligation to become due (or to be defeased or
repurchased by the Company or any Subsidiary) prior to its stated maturity,
provided that the aggregate amount of all obligations as to which such payment
default shall occur and be continuing or such failure (or defeasance or resale)
or other event causing or permitting acceleration shall occur and be continuing
exceeds $1,000,000, individually or in the aggregate.

     (d)   Any representation or warranty made by the Company herein or in any
writing furnished in connection with or pursuant to this Agreement shall be
false in any material respect on the date as of which made or deemed made.

     (e)   The Company defaults in the performance or observance of any
agreement or covenant contained in Sections 6.8 through 6.20 of this Agreement.

     (f)   The Company defaults in the performance or observance of any other
agreement, covenant, term or condition contained herein and such default shall
not have been remedied within 30 days after the earlier to occur of (i) the date
on which the President, the Treasurer or the Chief Financial Officer of the
Company obtains actual knowledge thereof or (ii) the date on which written
notice thereof shall have been received by the Company from the Administrative
Agent.

     (g)   The Company or any Subsidiary makes an assignment for the benefit of
creditors or is generally not paying its debts as such debts become due.

     (h)   Any decree or order for relief in respect of the Company or any
Subsidiary is entered under any bankruptcy, reorganization, compromise,
arrangement, insolvency, readjustment of debt, dissolution or liquidation or
similar law, whether now or hereinafter in effect (herein called "Bankruptcy
Law"), of any jurisdiction.

     (i)   The Company or any Subsidiary petitions or applies to any tribunal
for, or consents to the appointment of, or taking possession by, a trustee,
receiver, custodian, liquidator or similar official, of the Company or any
Subsidiary, or of any substantial part of the assets of the Company or any
Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United
States or any proceedings (other than proceedings for the voluntary liquidation
and dissolution of a Subsidiary) relating to the Company or any Subsidiary under
the Bankruptcy Law of any other jurisdiction.

                                      -24-

<PAGE>

     (j)   Any such petition or application described in Section 9.1(i) is
filed, or any such proceedings are commenced, against the Company or any
Subsidiary, and the Company or such Subsidiary by any act indicates its approval
thereof, consent thereto, or acquiescence therein, or an order, judgment or
decree is entered appointing any such trustee, receiver, custodian, liquidator
or similar official, or approving the petition in any such proceedings, and such
order, judgment or decree remains unstayed and in effect for more than 60 days.

     (k)   Any order, judgment or decree is entered in any proceedings against
the Company decreeing the dissolution of the Company and such order remains in
effect for more than 60 days.

     (l)   Any order, judgment or decree is entered in any proceedings against
the Company or any Subsidiary, as the case may be, decreeing a split-up of the
Company or such Subsidiary which requires the divestiture of assets representing
a substantial part, or the divestiture of the stock of a Subsidiary whose assets
represent a substantial part, of the assets of the Company and its Subsidiaries
or which requires the divestiture of assets, or stock of a Subsidiary, which
shall have contributed a substantial part of the Consolidated Net Income of the
Company and its Subsidiaries for any of the three (3) fiscal years then most
recently ended, and such order, judgment or decree remains unstayed and in
effect for more than 60 days.

     (m)   A final judgment in an amount in excess of $1,000,000 is rendered
against the Company or any Subsidiary and, within 60 days after entry thereof,
such judgment is not discharged or execution thereof stayed pending appeal, or
within 60 days after the expiration of any such stay, such judgment is not
discharged.

     9.2   Remedies. (a) If any Event of Default specified in Subsections
9.1(h), 9.1(i) or 9.1(j) occurs, the outstanding Notes shall automatically
become immediately due and payable, all without presentment, demand, protest or
notice of any kind, all of which are hereby waived by the Company. If any Event
of Default occurs under any other subsection of Section 9.1, the Required
Lenders may, at their option, and in addition to any right, power or remedy
provided by law or equity, by notice in writing to the Company, declare the
outstanding Notes to be immediately due and payable, whereupon the Credit
Facility shall be terminated and the outstanding Notes shall become immediately
due and payable, all without presentment, demand, protest or notice of any kind,
all of which are hereby waived by the Companies.

     (b)   In furtherance to the remedies specified above, the Documentation
Agent (with the direction of the Required Lenders) may proceed to protect and
enforce the Lenders' rights under this Agreement and the outstanding Notes by
exercising such remedies as are available to the Documentation Agent or the
Lenders in respect thereof under applicable law (except to the extent waived by
Section 9.3 hereof), either by suit in equity or by action at law, or both,
whether for specific performance of any covenant or other agreement contained in
this Agreement or in aid for the exercise of any power granted in this
Agreement. No remedy conferred in this Agreement upon the Documentation Agent or
the Lenders is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to every other remedy
conferred

                                      -25-

<PAGE>

herein or now or hereafter existing at law or in equity or by statute or
otherwise, except to the extent waived by Section 9.3 hereof.

     9.3   Waiver of Set-Offs. The Administrative Agent, each Agent and each
Lender hereby specifically waive (i) the right to set-off any funds of any of
the Companies in possession of the Administrative Agent, each Agent or any
Lender against the obligation of the Companies to the Administrative Agent, each
Agent or any Lender pursuant to this Agreement, or (ii) any counterclaim
against, security interest in or banker's or other lien on, any of such funds or
accounts of the Companies.

     Section 10. The Agents.

     10.1  Appointment and Authorization. (a) Each Lender appoints and
authorizes the Administrative Agent to receive all payments of principal,
interest, fees and other amounts payable by the Companies under this Agreement
and to remit same immediately to the Lenders, to disburse the Advances from the
Lenders, and to take such action and to exercise such powers under this
Agreement and the Notes as are delegated to the Administrative Agent by the
Lenders from time to time. The Administrative Agent shall promptly distribute to
the Lenders upon receipt all payments and prepayments of principal, interest,
fees and other amounts paid by the Companies under this Agreement, in proportion
to the Lenders' Commitments. Similarly, the Lenders shall be obligated to fund
Advances in proportion to their Commitments. The Administrative Agent shall
promptly distribute to the Agents the fees payable by the Companies pursuant to
the Agents' Fee Agreement. The Administrative Agent may resign at any time by
written notice to the Lenders; the successor Administrative Agent shall be
selected by the Required Lenders from between the remaining Agents.

     (b)   Each Lender appoints and authorizes the Documentation Agent to hold
this Agreement and all other documentation in connection herewith (except for
the Notes which will be held by the respective Lenders), and to take such action
and exercise such powers under this Agreement and the Notes as are delegated to
the Documentation Agent by the Lenders from time to time. Any requests by the
Company for consent by the Lenders or waiver or amendment of provisions of the
Agreement shall be delivered by the Company to the Documentation Agent (with
copies to the other Agents), but favorable action on such requests shall require
the approval of the Required Lenders.

     (c)   Each Lender appoints and authorizes the Co-Arrangers to supervise the
syndication of the Term Loans to a group of financial institutions identified by
the Agents in consultation with the Company in accordance with the provisions of
Section 10.6 hereof.

     10.2  Agents' Reliance. Neither the Agents nor any of their directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement and the Notes,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agents: (i) may treat the
payee of any of the Notes as the holder thereof until the Documentation Agent
receives written notice

                                      -26-

<PAGE>

of the assignment or transfer thereof, signed by such payee and in form
satisfactory to the Documentation Agent; (ii) may consult with legal counsel
(including counsel for the Company), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken by it in good faith in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations made in or in connection with this Agreement and the Notes; (iv)
shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement and
the Notes or to inspect any property (including the books and records) of the
Companies; (v) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement and the Notes or any other instrument or document furnished pursuant
thereto; and (vi) shall incur no liability under or in respect to this Agreement
and the Notes by acting upon any notice, consent, certificate or other
instrument or writing (which may be by facsimile, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

     10.3 Acts by Administrative Agent after Default, etc. In the event that the
Administrative Agent shall have been notified in writing by the Company or the
Lenders of any Event of Default (or in the event that the officer of the
Administrative Agent responsible for the Borrower's account obtains actual
knowledge of an Event of Default), the Administrative Agent (a) shall
immediately notify the Lenders; (b) shall take such action and assert such
rights under this Agreement as it is expressly required to do pursuant to the
terms of this Agreement with the consent of the Required Lenders; (c) may take
such other actions and assert such other rights as it deems advisable, in its
discretion, for the protection of the interests of the Lenders pursuant to
applicable laws with the consent of the Required Lenders; and (d) shall inform
all the Lenders of the taking of action or assertion of rights pursuant to this
Section. Each Lender agrees with the Administrative Agent and the other Lenders
that the decisions and determinations of the Required Lenders in enforcing this
Agreement and the Notes and guiding the Administrative Agent in those matters
shall be binding upon all the Lenders, including, without limitation,
authorizing the Administrative Agent at the pro rata expense of all the Lenders
(to the extent not reimbursed by the Companies) to retain attorneys to seek
judgment on this Agreement and the Notes. Each Lender agrees with the other
Lenders that it will not, without the consent of the other Lenders, separately
seek to institute any legal action with respect to the Loan; provided that
following the maturity of the Notes (whether by acceleration or at stated
maturity), each Lender may, without the concurrence of the other Lenders,
separately seek to institute any legal action with respect to the Loan.

     10.4 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agents or any other Lender and based
on the financial statements referred to in Section 5.4 hereof and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the Notes.

                                      -27-

<PAGE>

     10.5 Agents. Agents shall have the same rights and powers under this
Agreement and the Notes as any other Lender and may exercise the same as though
it were not the Agents; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include Agents in its individual capacity. Agents
may accept deposits from, lend money to, act as trustee under indentures of, and
generally engage in any kind of business with the Company as if Agents were not
the Agents and without any duty to account therefor to the Lenders.

     10.6 Assignments and Participations. (a) No Lender may assign to any other
Person any portion of its interests, rights and obligations under this Agreement
(including, without limitation, any portion of its Commitment or the Loan at the
time owing to it and Note held by it) unless each of the following conditions is
or has been satisfied: (i) each of the Documentation Agent and Administrative
Agent have given its prior written consent (which consent will not be
unreasonably withheld), (ii) unless an Event of Default has occurred and is
continuing, and except in the case of an assignment to an existing Lender, the
Company has given its prior written consent (which consent will not be
unreasonably withheld), (iii) each such assignment is of a constant, and not a
varying, percentage of all the assigning Lender's rights and obligations under
this Agreement, (iv) the assignment is for a Commitment of $5,000,000 or more,
(v) the parties to such assignment have executed and delivered to the
Documentation Agent an Assignment and Acceptance, substantially in the form of
Exhibit "D" hereto (the "Assignment and Acceptance"), together with any Note
subject to such assignment, one or more signature pages to this Agreement
containing the signature of the assignee, and (following the Effective Date)
payment by the assignee to the Documentation Agent for its own account of an
assignment administration fee in the amount of $3,500, (vi) the Documentation
Agent shall have delivered to the Company a copy of such fully-executed
Assignment and Acceptance, and (vii) the assignee is (A) a state or national
commercial bank located in the United States or (B) a bank organized under a
jurisdiction other than the United States, provided that such foreign bank has
provided the Documentation Agent and the Company with the tax forms prescribed
in Section 11.6(c) hereof, and provided further that such foreign bank shall not
transfer its interests, rights and obligations under this Agreement to any
Affiliate of such foreign bank unless such Affiliate provides the Documentation
Agent and the Company with the aforesaid tax forms. Upon satisfaction of each of
the foregoing conditions and upon acceptance and notation by the Documentation
Agent, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five (5) Business Days after
the execution thereof, (x) the assignee thereunder shall be a party hereto and,
to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender, and (y) the assigning Lender shall, to the extent
provided in such assignment, be released from its obligations under this
Agreement. Notwithstanding the foregoing, the restrictions contained above in
this Section 10.6(a) shall not apply to assignments to any Federal Reserve Bank,
and the conditions set forth in clauses (i) and (ii) above shall not apply to
assignments by any Lender to any Person which controls, is controlled by, or is
under common control with, or is otherwise substantially affiliated with that
Lender.

     (b)  Upon its receipt of an Assignment and Acceptance executed by the
parties to such assignment together with any Note or Notes subject to such
assignment and the written consent of the Documentation Agent, Administrative
Agent and the Company to such assignment, the Documentation Agent shall give
prompt notice thereof to the Company and the Lenders. Within five

                                      -28-

<PAGE>

(5) Business Days after receipt of such notice, the Company at its own expense,
shall execute and deliver to the Documentation Agent, in exchange for the
surrendered Note, a new Note or Notes to the order of such assignee(s) in an
amount equal to the amount assumed by such assignee(s) pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained some portion
of its obligations hereunder, a new Note or Notes to the order of the assigning
Lender in an amount equal to the amount retained by it hereunder. Such new Note
or Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of the surrendered Note, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in the form of the
assigned Note. The surrendered Note shall be cancelled and returned to the
Company. The Documentation Agent shall have the right to substitute a revised
Exhibit B hereto to reflect the respective Commitments following each such
assignment.

     (c) Each Lender, without the consent of the Company or the Agents, may sell
participations to one or more banks in all or a portion of its Loans (including
its Commitment) under this Agreement, provided that the selling Lender shall
retain the sole right and responsibility to enforce the obligations of the
Companies relating to such Loans and that the only rights granted to the
participant pursuant to such participation arrangements with respect to waivers,
amendments or modifications of this Agreement shall be the right to approve
waivers, amendments, or modifications which require the consent of all of the
Lenders as provided in Section 11.12 hereof.

     Section 10.7 Indemnification of the Agents. The Lenders ratably (computed
by reference to each Lender's respective Commitment) shall indemnify each Agent,
the Co-Arrangers, their respective affiliates and the respective shareholders,
directors, officers, employees, agents and counsel of the foregoing (each an "
Agent Indemnitee") and hold each Agent Indemnitee harmless from and against any
and all claims (whether groundless or otherwise), liabilities, losses, damages,
costs and expenses of any kind, including, without limitation, (i) the
reasonable fees and disbursements of counsel and (ii) any expenses for which the
Agents have not been reimbursed by the Companies as required by this Agreement),
which may be incurred by such Agent Indemnitee arising out of or related to this
Agreement or the transactions contemplated hereby, or the Agents' actions taken
hereunder; provided that no Agent Indemnitee shall have the right to be
indemnified hereunder for such Agent Indemnitee's own gross negligence or
willful misconduct, as determined by a court of competent jurisdiction, or to
the extent that such claim relates to the breach by such Agent Indemnitee of its
obligations under this Agreement.

     Section 11. General.

     11.1 Definitions. As used in this Agreement, terms used herein with initial
capital letters shall have the following meanings, unless defined elsewhere in
this Agreement or unless the context clearly indicates otherwise:

     "Acquisition" shall mean the acquisition by the Company and/or one or more
of its Domestic Subsidiaries of approximately 27 vessels from ENSCO
International (or an Affiliate thereof) for a cash purchase price of
approximately $79,000,000.

                                      -29-

<PAGE>

     "Administrative Agent" shall mean Fleet National Bank, or its successor
selected pursuant to Section 10.1 hereof

     "Advances" shall mean amounts advanced and outstanding on the Term Loan.

     "Agent Indemnitee" shall have the meaning specified in Section 10.7 hereof.

     "Affiliate" shall mean, as to any Person, any Subsidiary of such Person and
any other Person which, directly or indirectly, controls, is controlled by, or
is under common control with, such Person. For purposes of this definition,
"control" shall mean the possession of the power to direct or cause the
direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise, and an Affiliate of
any of the Companies includes, without limitation, any officer or director of
such corporation and any Person who beneficially owns, directly or indirectly,
10% or more of the issued outstanding capital stock of such corporation.

     "Agents" shall mean Fleet National Bank and Bank One, NA.

     "Agents Fee Agreement" shall mean any agreement among the Agents and the
Company from time to time relating to the compensation of the Agents in
connection with the preparation, negotiation, syndication and administration of
the Credit Facility.

     "Agreement" shall mean this Term Loan Agreement, as it may be amended and
restated, modified and/or supplemented from time to time.

     "Applicable Base Rate Margin" shall mean the following per annum interest
rate applicable to Base Rate Advances from time to time depending on the Funded
Debt to Total Capitalization Ratio Level of the Company:

          Level                         Applicable Base Rate Margin
          -----                         ---------------------------
          Level I                                 0.000%
          Level II                                0.000%
          Level III                               0.000%

The Applicable Base Rate Margin for any fiscal quarter shall be determined by
reference to the Funded Debt to Total Capitalization Ratio as of the last day of
the second fiscal quarter prior to the quarter for which the Applicable Base
Rate Margin is determined. For example, the Applicable Base Rate Margin for the
fiscal quarter beginning April 1, 2003 shall be determined on the basis of the
Funded Debt to Total Capitalization Ratio of the Company as of December 31,
2002.

     "Applicable Eurodollar Rate Margin" shall mean the following per annum
interest rate applicable to Eurodollar Rate Advances from time to time depending
on the Funded Debt to Total Capitalization Ratio Level of the Company:

                                      -30-

<PAGE>

          Level                         Applicable Eurodollar Rate Margin
          -----                         ---------------------------------
          Level I                                    0.850%
          Level II                                   0.975%
          Level III                                  1.100%

The Applicable Eurodollar Rate Margin for any fiscal quarter shall be determined
by reference to the Funded Debt to Total Capitalization Ratio as of the last day
of the second fiscal quarter prior to the quarter for which the Applicable
Eurodollar Rate Margin is determined. For example, the Applicable Eurodollar
Rate Margin for the fiscal quarter beginning April 1, 2003 shall be determined
on the basis of the Funded Debt to Total Capitalization Ratio of the Company as
of December 31, 2002.

     "Assignment and Acceptance" shall have the meaning specified in Section
10.6 hereof.

     "Bankruptcy Law" shall have the meaning specified in Section 9.1(h) hereof.

     "Base Rate" shall mean the greater of (i) the Prime Rate or (ii) the
Federal Funds Rate plus 0.5%.

     "Base Rate Advances" shall mean advances bearing interest at the Base Rate
plus the Applicable Base Rate Margin.

     "Base Rate Tranche" shall mean any part of the principal amount of the
Loans that constitutes Base Rate Advances.

     "Borrowing Subsidiaries" shall mean Point Marine, L.L.C., Twenty Grand
Marine Service, L.L.C., Twenty Grand Offshore, Inc. and Zapata Gulf Marine
Operators, L.L.C.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which commercial banks in New Orleans, Louisiana (or London, England in the
case of Eurodollar Rate Advances or payments) are required or authorized to be
closed.

     "Canadian Subsidiary" shall mean any Subsidiary organized under the laws of
Canada or any province thereof.

     "Capital Asset" shall mean any asset other than a current asset (as
determined in accordance with generally accepted accounting principles).

     "Capitalized Lease Obligation" shall mean any rental obligation which,
under generally accepted accounting principles, is or will be required to be
capitalized on the books of the Company or any Subsidiary, taken at the amount
thereof accounted for as indebtedness (net of interest expense) in accordance
with such principles, on a consolidated basis.

     "CERCLA" shall mean the Comprehensive Environmental Response Compensation
and Liability Act, as amended.

                                      -31-

<PAGE>

     "CERCLIS" shall mean the Comprehensive Environmental Response Compensation
and Liability Inventory System established pursuant to CERCLA.

     "Co-Arrangers" shall mean Fleet Securities, Inc. and Banc One Capital
Markets, Inc.

     "Code" shall have the meaning specified in Section 5.10.

     "Commitments" shall mean the Line of Credit Commitments.

     "Company" shall mean Tidewater Inc.

     "Companies" shall mean the Company and the Domestic Subsidiaries.

     "Consolidated EBITDA" shall mean Consolidated Net Income of the Company and
its Subsidiaries, plus (i) interest expense, (ii) tax expense and (iii)
depreciation and amortization expense, to the extent that any of such items are
deducted from consolidated gross revenues of the Company and its Subsidiaries
for the purpose of determining Consolidated Net Income.

     "Consolidated Fixed Charge" shall mean the sum of all scheduled payments of
principal and interest due (and whether or not paid) on all Consolidated Funded
Debt of the Company and its Subsidiaries for the preceding 12 months, under
which the Company or any of its Subsidiaries is the obligor, on a consolidated
basis.

     "Consolidated Funded Debt" shall mean the sum of (i) the aggregate
principal amounts outstanding on all indebtedness of the Companies for borrowed
money and all obligations of the Companies evidenced by notes, debentures, bonds
or similar instruments; and (ii) all Capitalized Lease Obligations (excluding
any obligation to purchase any asset at the end of a lease term until such asset
is so purchased), all determined in accordance with generally accepted
accounting principles on a consolidated basis.

     "Consolidated Net Income" shall mean, for any period, the consolidated net
income of the Company and its Subsidiaries (excluding unusual, extraordinary
and/or non-recurring income and/or losses) determined on a consolidated basis in
accordance with generally accepted accounting principles.

     "Consolidated Stockholders' Equity" shall mean total stockholders' equity
of the Company, on a consolidated basis, as shown on the Company's financial
statements prepared in accordance with generally accepted accounting principles
determined as of the last day of each fiscal quarter.

     "Credit Facility" shall mean the Term Loans.

     "Debt" shall mean, without duplication, (a) any obligation for borrowed
money (and any notes payable and drafts accepted representing extensions of
credit whether or not representing

                                      -32-

<PAGE>

obligations for borrowed money); (b) any obligation secured by a Lien on, or
payable out of the proceeds of production from, property of the Company or any
Subsidiary (even though such obligation shall not be assumed by the Company or
such Subsidiary); and (c) any obligation, which under generally accepted
accounting principles is shown on the balance sheet as a liability (including,
without limitation, Capitalized Lease Obligations and excluding reserves for
deferred income taxes and for foreign employee service indemnities and other
reserves to the extent that such reserves do not constitute an obligation); (d)
amounts equal to the aggregate net rentals (after making allowance for any
interest, taxes or other expenses included therein) under any lease (whether or
not such rentals accrue and become payable only on an annual or other periodic
basis) which lease (i) constitutes the substantial equivalent of a purchase of
the property subject to such lease, (ii) has an initial term materially less
than the useful life of such property and provides that the lessee has the
option to renew such lease for the remaining useful life of such property at a
rental which at the inception of such lease appears to be substantially less
than the fair rental value of such property, or (iii) provides an option to the
lessee to acquire the property subject to such lease at a price which, at the
inception of such lease, appears to be substantially less than the probable fair
value of such property at the time or times of permitted acquisition by the
lessee; (e) guarantees, endorsements (other than endorsements of negotiable
instruments for collection in the ordinary course of business) and other
contingent liabilities (whether direct or indirect) in connection with the
obligations, stock or dividends of any Person; (f) obligations under any
contract providing for the making of loans, advances or capital contributions to
any Person, or for the purchase of any property from any Person, in each case in
order to enable such Person primarily to maintain working capital, net worth or
any other balance sheet condition or to pay debts, dividends or expenses; (g)
obligations under any contract for the purchase of materials, supplies or other
property if such contract (or any related document) requires that payment for
such materials, supplies or other property shall be made regardless of whether
or not delivery of such materials, supplies or other property is ever made or
tendered; (h) obligations under any contract to rent or lease (as lessee) any
real or personal property if such contract (or any related document) provides
that the obligation to make payments thereunder is absolute and unconditional
under conditions not customarily found in commercial leases then in general use
or requires that the lessee purchase or otherwise acquire securities or
obligations of the lessor; (i) obligations under any contract for the sale or
use of materials, supplies or other property if such contract (or any related
document) requires that payment for such materials, supplies or other property,
or the use thereof, shall be subordinated to any indebtedness (of the purchaser
or user of such materials, supplies or other property) owed or to be owed to any
Person; and (j) obligations under any other contract which, in economic effect,
is substantially equivalent to a guarantee; all as determined in accordance with
generally accepted accounting principles.

     "Default" shall have the meaning specified in the definition of Event of
Default hereinafter.

     "Documentation Agent" shall mean Bank One, NA.

     "Domestic Subsidiary" shall mean any Subsidiary organized under the laws of
any State of the United States, including any Borrowing Subsidiary and any
Non-Borrowing Subsidiary.

                                      -33-

<PAGE>

     "EBITDA to Fixed Charge Ratio" shall mean the ratio of (i) Consolidated
EBITDA for the immediately preceding four consecutive fiscal quarters, less the
tax expense for taxes actually paid during such period to (ii) Consolidated
Fixed Charge for such period.

     "Effective Date" shall have the meaning specified in the introductory
paragraph of this Agreement.

     "Environmental Authority" shall mean any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Requirement.

     "Environmental Judgments and Orders" shall mean all judgments, decrees or
orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

     "Environmental Liabilities" shall mean any liabilities, whether accrued or
contingent, arising from or relating in any way to any Environmental
Requirements.

     "Environmental Notices" shall mean any written communication from any
Environmental Authority stating possible or alleged noncompliance with or
possible or alleged liability under any Environmental Requirement, including
without limitation any complaints, citations, demands or requests from any
Environmental Authority for correction of any purported violation of any
Environmental Requirements or any investigation concerning any purported
violation of any Environmental Requirements. Environmental Notices also means
(i) any written communication from any private Person threatening litigation or
administrative proceedings against or involving any Company relating to an
alleged violation of any Environmental Requirements and (ii) any complaint,
petition or similar documents filed by any private Person commencing litigation
or administrative proceedings against or involving any Company relating to
alleged violation of any Environmental Requirements.

     "Environmental Proceedings" shall mean any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

     "Environmental Releases" shall mean releases (as defined in CERCLA or under
any applicable state or local environmental law or regulation) of Hazardous
Materials. Environmental Releases do not include releases for which no
remediation or reporting is required by applicable Environmental Requirements
and which do not present a danger to health, safety or the environment.

     "Environmental Requirements" shall mean any applicable local, state or
federal law, rule, regulation, permit, order, decision, determination or
requirement relating in any way to Hazardous Materials or to the protection of
human health or the environment.

                                      -34-

<PAGE>

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Eurodollar Rate" means during any Eurodollar Rate Interest Period for any
Tranche, an interest rate per annum equal to the quotient (converted to a
percentage) of (i) the rate per annum as determined by the Administrative Agent
at or about 9:00 o'clock A.M. (Eastern time) (or as soon thereafter as
practicable) on the second Business Day prior to the first day of each
Eurodollar Rate Interest Period, as being the rate at which deposits of United
States Dollars are offered to the Administrative Agent in the London inter-bank
market by the Reference Banks, at the time of determination and in accordance
with the normal practice in such market, for delivery on the first day of such
Eurodollar Rate Interest Period and for the number of days comprised therein, in
amounts equal (as nearly as may be) to the amount of the Tranche as of the first
day of such Eurodollar Rate Interest Period, divided by (ii) 1.00 minus the
Eurodollar Rate Reserve Requirement (as defined below), expressed as a decimal,
for such Eurodollar Rate Interest Period. "Eurodollar Rate Reserve Requirement"
shall mean for any day during a Eurodollar Rate Interest Period for any
Eurodollar Rate Tranche, that percentage which is specified by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, but not limited to, any marginal reserve
requirement) for the Lenders with respect to liabilities consisting of or
including "Eurocurrency liabilities" (as defined in Regulation D of the Board of
Governors of the Federal Reserve System) with a maturity equal to such
Eurodollar Rate Interest Period. In determining the percentage, the
Administrative Agent may use any reasonable averaging and attribution methods.
"Reference Banks" shall mean (i) the principal London offices of the banks shown
on page 16 of the Telerate screen (or such other page as may replace the
Eurodollar page on that service for the purpose of displaying London interbank
offered rates of major banks), in the case of Eurodollar Rate Interest Periods
of 1 month, 2 months, 3 months or 6 months. "Eurodollar Rate Interest Period"
shall be the period between the Business Day on which the Eurodollar Rate plus
the Applicable Eurodollar Rate Margin shall begin and the day on which the
Eurodollar Rate plus the Applicable Eurodollar Rate Margin shall end. The
duration of each Eurodollar Rate Interest Period for a Eurodollar Rate Advance
shall be 1 month, 2 months, 3 months or 6 months as the Company may select,
subject to the following: (i) no Eurodollar Rate Interest Period shall extend
past the maturity date of the Term Notes; (ii) whenever the last day of any
Eurodollar Rate Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Eurodollar Rate Interest Period shall be
extended to occur on the next succeeding Business Day, except that if the next
succeeding Business Day would occur in the next following calendar month, the
last day of such Eurodollar Rate Interest Period shall be shortened to occur on
the next preceding Business Day; and (iii) Eurodollar Rate Tranches outstanding
under each Term Loan may not at any time exceed the aggregate principal amount
outstanding on such respective Term Loan.

     "Eurodollar Rate Advances" shall mean Advances bearing interest at the
Eurodollar Rate plus the Applicable Eurodollar Rate Margin.

     "Eurodollar Rate Interest Period" shall have the meaning specified in the
definition of Eurodollar Rate.

                                      -35-

<PAGE>

     "Eurodollar Rate Tranche" shall mean any part of the principal amount of
the Loans that constitutes Eurodollar Rate Advances for a specific Eurodollar
Rate Interest Period.

     "Event of Default" shall mean any of the events specified in Section 9,
provided that there has been satisfied any requirements in connection with such
event for the giving of notice, or the lapse of time, or the happening of any
further condition, event or act, and "Default" shall mean any of such events,
whether or not any such requirement has been satisfied.

     "Federal Funds Rate" shall mean the rate per annum (rounded upward, if
necessary, to the nearest 1/100/th/ of 1%) equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (i) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day, and (ii) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
quoted to Fleet National Bank, Boston, Massachusetts on such day on such
transactions as determined by the Administrative Agent.

     "Foreign Subsidiary" shall mean any Subsidiary other than a Domestic
Subsidiary.

     "Funded Debt" shall mean Consolidated Funded Debt.

     "Funded Debt to EBITDA Ratio" shall mean the ratio of (i) Consolidated
Funded Debt determined as of the last day of each fiscal quarter, to (ii)
Consolidated EBITDA for the immediately preceding four consecutive fiscal
quarters.

     "Funded Debt to Total Capitalization Ratio" shall mean the ratio of (i)
Consolidated Funded Debt to (ii) the sum of Consolidated Funded Debt plus
Consolidated Stockholders' Equity.

     "Hazardous Materials" includes, without limitation (a) hazardous waste as
defined in the Resource Conservation and Recovery Act of 1976, or in any
applicable state or local law or regulation, (b) hazardous substances, as
defined in CERCLA, or in any applicable state or local law or regulation, (c)
gasoline, or any other petroleum product or by-product, (d) toxic substances, as
defined in the Toxic Substances Control Act of 1976, or in any applicable state
or local law or regulation or (e) insecticides, fungicides, or rodenticides, as
defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or
in any applicable state or local law or regulation, as each such Act, statute or
regulation may be amended from time to time.

     "Identified Subsidiaries" shall mean each of Tidewater Marine, L.L.C.;
Tidewater Marine Alaska, Inc.; Point Marine, L.L.C.; Twenty Grand Marine
Service, L.L.C.; Twenty Grand Offshore, Inc.; Zapata Gulf Marine L.L.C.; and
Zapata Gulf Marine Operators, L.L.C.

     "Lease Rental Expenses" shall mean lease rentals payable by the Company or
any Subsidiary pursuant to any agreements to rent or lease any real or personal
property (excluding rentals or leases

                                      -36-

<PAGE>

of data processing equipment and sales offices, rentals treated as Debt and
rentals of real property which have been subleased to others by the Company or
any Subsidiary for the remaining term of such leases at rents at least equal to
those payable by the Company or any Subsidiary).

     "Lender Indemnitee" shall have the meaning specified in Section 11.5(b)
hereof.

     "Lenders" shall be the financial institutions listed on Exhibit B hereto,
together with any other financial institutions which become a party to this
Agreement and the holder of a Note, from time to time.

     "Level" shall mean the following levels based on the Funded Debt to Total
Capitalization Ratio indicated:

               Funded Debt to Total
               Capitalization Ratio                        Level
               --------------------                        -----
               Less than 25%                                I
               25% through 32.49%                           II
               32.5% through 39.99%                         III

     "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of any
financing statement under the Uniform Commercial Code of any jurisdiction) or
any other type of preferential arrangement for the purpose of, or having the
effect of protecting a creditor against loss or securing the payment or
preference of any obligation. "Liens" shall not include unsecured guarantees.

     "Loan" shall mean the Term Loan.

     "Maturity Date" shall mean July 31, 2004, or such extended date as the
Borrower, the Agents and all of the Lenders shall agree and evidenced by a
modification of the Term Notes, the issuance of renewal Term Notes, or the
amendment of this Agreement.

     "Multiemployer Plan" shall have the meaning specified in Section 5.10.

     "Non-Borrowing Subsidiaries" shall mean the Domestic Subsidiaries,
excluding the Borrowing Subsidiaries.

     "Notes" shall mean the Term Notes and any and all modifications,
amendments, supplements, renewals, rearrangements and/or extensions thereof.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

     "Plan" shall have the meaning specified in Section 5.10 hereof.

                                      -37-

<PAGE>

     "Persons" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

     "Prime Rate" shall mean the rate of interest announced publicly by Fleet
National Bank, from time to time as its prime or base rate.

     "Properties" means all real property owned, leased or otherwise used or
occupied by the Company or any Subsidiary, wherever located.

     "Reimbursable Taxes" shall have the meaning specified in Section 3.2(f)
hereof.

     "Required Lenders" shall mean at least two Lenders holding a majority of
the aggregate principal amount of the Notes.

     "Restricted Investments" shall have the meaning set forth in Section 6.9
hereof.

     "Revolving Credit Facility" shall have the meaning set forth in Section 1.2
hereof.

     "Subsidiary" shall mean any corporation all of the stock of every class of
which, except directors' qualifying shares, shall, at the time as of which any
determination is being made, be beneficially owned or effectively controlled by
the Company, either directly or through Subsidiaries.

     "Term Loan" shall have the meaning specified in Section 1.1 hereof.

     "Term Loan Commitments" shall have the meaning specified in Section 1.

     "Term Notes" shall have the meaning specified in Section 2.2 hereof.

     "Third Party" shall mean all lessees, sublessees, licensees and other users
of the Properties, excluding those users of the Properties in the ordinary
course of the Company's business (consistent with its practices on the date of
this Agreement) and on a temporary basis.

     "Tranche" shall mean a part of the Term Loan that bears interest at a
particular rate depending on whether such tranche is a Eurodollar Rate Tranche
or Base Rate Tranche.

     11.2 Financial Terms. Unless otherwise defined or the context otherwise
requires, all financial and accounting terms shall be defined under generally
accepted accounting principles.

     11.3 Delay. No delay on the part of the Lenders or any holder of the Notes,
in the exercise of any power or right shall operate as a waiver thereof, nor
shall any single or partial exercise of any power or right preclude other or
further exercise thereof, or the exercise of any other power or right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law (except to the extent waived by Section 9.3 hereof).

                                      -38-

<PAGE>

     11.4 Notices. Any notice or demand which, by any provision of this
Agreement, is required or permitted to be given or served by any Agent or
Lenders to or on the Companies shall be deemed to have been sufficiently given
and served for all purposes (if mailed) three calendar days after being
deposited, postage prepaid, in the United States mail, registered or certified
mail, or (if delivered by express courier) one calendar day after being
delivered to such courier, or (if delivered in person) the same day as delivery,
in each case addressed (until another address or addresses are given in writing
by the Companies to Documentation Agent and Administrative Agent or Lenders) as
follows:

               Tidewater Inc.
               Pan American Life Center - Suite 1900
               601 Poydras Street
               New Orleans, Louisiana 70130
               Attention: Chief Financial Officer

               With a copy to:

               Tidewater Inc.
               Pan American Life Center - Suite 1900
               601 Poydras Street
               New Orleans, Louisiana 70130
               Attention: General Counsel

     Any notice or demand which, by any provision of this Agreement, is required
or permitted to be given or served by the Companies to or on Administrative
Agent or Documentation Agent shall be deemed to have been sufficiently given and
served for all purposes (if mailed) three calendar days after being deposited,
postage prepaid, in the United States mail, registered or certified mail, or (if
delivered by express courier) one calendar day after being delivered to such
courier, or (if delivered in person) the same day as delivery, in each case
addressed (until another address or addresses are given in writing by
Administrative Agent or Documentation Agent to the Companies) as follows:

     Administrative Agent:

          Fleet National Bank
          100 Federal Street
          Boston, Massachusetts 02110
          Attention: Transportation Division
                     (Mail Stop MADE10009G)

     Documentation Agent:

          Bank One, NA
          201 St. Charles Avenue, 29th Floor
          New Orleans, LA 70170
          Attention: Energy Group

                                      -39-

<PAGE>

               J. Charles Freel, Jr.
               Director, Capital Markets

     With a copy to:

          Philip deV. Claverie, Esq.
          Phelps Dunbar, L.L.P.
          Canal Place - Suite 2000
          365 Canal Street
          New Orleans, Louisiana 70130

     Any notice or demand which, by any provision of this Agreement, is required
or permitted to be given or served by the Companies to or on Lenders shall be
deemed to have been sufficiently given and served for all purposes (if mailed)
three calendar days after being deposited, postage prepaid, in the United States
mail, registered or certified mail, or (if delivered by express courier) one
calendar day after being delivered to such courier, or (if delivered in person)
the same day as delivery, in each case addressed (until another address or
addresses are given in writing by Lenders to the Companies) to the Lenders at
the addresses set forth on Exhibit B hereto.

     11.5 Costs, Expenses and Taxes; Indemnification. (a) The Company shall pay
on demand the reasonable out-of-pocket costs and expenses of the Agents in
connection with the negotiation, syndication, preparation, execution and
delivery of this Agreement and any amendments thereto or waivers thereof which
may be requested by the Company, including the reasonable fees and out-of-pocket
expenses of legal counsel to Agents. The Company shall pay on demand the
reasonable out-of-pocket costs and expenses of the Agents and each of the
Lenders in connection with the enforcement of this Agreement and/or the Notes
and in connection with any amendments thereto or waivers thereof which may be
requested by the Company during the continuance of, or to avoid, a Default or
Event of Default, including any amendments or waivers tantamount to a
refinancing, restructuring, or reorganization (whether or not under any
Bankruptcy Law). The out-of-pocket costs and expenses referred to in the
previous sentence shall include the reasonable fees and out-of-pocket expenses
of any legal counsel retained by the Agents or by any Lender, and the reasonable
fees and out-of-pocket expenses of any independent public accountants and other
outside experts retained by the Agents on behalf of the Lenders. The Lenders
agree that, with respect to the retention of separate legal counsel for each
Lender under such circumstances, each will consider in good faith whether
separate legal counsel is reasonably appropriate under the policies of that
Lender and, in any event, endeavor to avoid unreasonable duplication of work
effort by such legal counsel. The Company shall pay any and all documentary and
other taxes (other than income or gross receipts taxes generally applicable to
banks) and shall reimburse, hold harmless, and indemnify the Agents and each
Lender from and against any and all loss, liability, or legal or other expense
with respect to or resulting from any delay in paying or failure to pay any tax,
cost, expense, fee, or charge or that any of them may suffer or incur by reason
of the failure of the Companies to perform any of their obligations under this
Agreement or the Notes. Any amount payable to the Agents or any Lender under
this Section shall bear interest from the date of receipt of demand for payment
at the Base Rate plus one percent (1%).

                                      -40-

<PAGE>

     (b) The Companies shall indemnify each Agent and Lender, their respective
affiliates and the respective shareholders, directors, officers, employees,
agents and counsel of the foregoing (each a "Lender Indemnitee") and hold each
Lender Indemnitee harmless from and against any and all liabilities, losses,
damages, costs and expenses of any kind, including, without limitation, the
reasonable fees and disbursements of counsel, which may be incurred by such
Lender Indemnitee in connection with any investigative, administrative or
judicial proceeding (whether or not such Lender Indemnitee shall be designated a
party thereto) brought or threatened relating to or arising out of the Term
Loans or any actual or proposed use of proceeds of the Loans hereunder; provided
that no Lender Indemnitee shall have the right to be indemnified hereunder for
such Lender Indemnitee's own gross negligence or willful misconduct as
determined by a court of competent jurisdiction, or to the extent that such
claim relates to the breach by such Lender Indemnitee of its obligations under
this Agreement.

     11.6 Foreign Lenders. (a) All payments by the Company under the Credit
Facility shall be made free and clear of and without deduction for or on account
of any present or future income, stamp, or other taxes, fees, duties,
withholding or other charges of any nature whatsoever imposed by any taxing
authority, excluding in the case of each Lender taxes imposed on or measured by
its net income or franchise taxes imposed in lieu of net income taxes by the
jurisdiction in which it is organized or through which it acts for purposes of
this Agreement.

     (b)  If as a result of any change in law (or the interpretation thereof)
after the Effective Date, any withholding or deduction from any payment to be
made to, or for the account of, a Lender by the Companies hereunder is required
in respect of any non-excluded taxes referred to in Subsection (a) above
pursuant to any applicable law, rule, or regulation, then the Company will (i)
pay to the relevant authority the full amount required to be so withheld or
deducted; (ii) to the extent available, promptly forward to the Agent an
official receipt or other documentation satisfactory to the Documentation Agent
evidencing such payment to such authority; and (iii) pay to the Administrative
Agent, for the account of each affected Lender, such additional amount or
amounts as are necessary to ensure that the net amount actually received by such
Lender will equal the full amount such Lender would have received had no such
withholding or deduction been required. Each Lender shall determine such
additional amount or amounts payable to it (which determination shall, in the
absence of manifest error, be conclusive and binding on the Company). If a
Lender becomes aware that any such withholding or deduction from any payment to
be made by the Company under the Credit Facility is required, then such Lender
shall promptly notify the Documentation Agent and the Company thereof stating
the reasons therefor and the additional amount required to be paid under this
Section, and such Lender shall execute and deliver to the Documentation Agent
and the Company such forms as it may be required to execute and deliver pursuant
to Subsection (c) hereof. To the extent that any such withholding or deduction
results from the failure of a Lender to provide a form required by Subsection
(c) hereof, the Company shall have no obligation to pay the additional amount
required by clause (iii) above. Anything in this Section notwithstanding, if any
Lender elects to require payment by the Company of any material amount under
this Section, the Company may, within 60 days after the date of receiving notice
thereof and so long as no Default shall have occurred and be continuing, elect
to terminate such Lender as a party to this Agreement; provided that,

                                      -41-

<PAGE>

concurrently with such termination, the Company shall (i) if the Documentation
Agent and each of the other Lenders shall consent, pay that Lender all
principal, interest and fees and other amounts owed to such Lender through such
date of termination or (ii) have arranged for another financial institution
approved by the Documentation Agent (such approval not to be unreasonably
withheld) as of such date, to become a substitute Lender for all purposes under
this Agreement in the manner provided for herein; provided further that, prior
to substitution for any Lender, the Company shall have given written notice to
the Documentation Agent of such intention and the Lenders shall have the option,
but not the obligation, for a period of 60 days after receipt of such notice, to
increase their Commitments in order to replace the affected Lender in lieu of
such substitution.

     (c) With respect to each Lender which is organized under the laws of a
jurisdiction outside the United States, on the day of the initial borrowing from
each such Lender hereunder and from time to time thereafter if requested by the
Company or the Documentation Agent, such Lender shall provide the Documentation
Agent and the Company with the forms prescribed by the Internal Revenue Service
of the United States certifying as to such Lender's status for purposes of
determining exemption from United States withholding taxes with respect to all
payments to be made to such Lender hereunder or other documents satisfactory to
such Lender and Documentation Agent indicating that all payments to be made to
such Lender hereunder are not subject to United States withholding tax. Unless
the Documentation Agent and the Company shall have received such forms or such
documents indicating that payments hereunder are not subject to United States
withholding tax, the Administrative Agent and the Company shall withhold taxes
from such payments at the applicable statutory rate in the case of payments to
or for any Lender organized under the laws of a jurisdiction outside the United
States.

     11.7 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

     11.8 Counterparts. This Agreement may be executed in as many counterparts
as may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.

     11.9 Law. This Agreement and the Notes shall be contracts made under and
governed by the laws of the State of Louisiana.

     11.10 Successors. This Agreement shall be binding upon the Companies and
Lenders, and their respective successors and assigns, and shall inure to the
benefit of the Companies and Lenders, and the successors and assigns of Lenders.
The Companies shall not assign their rights or duties hereunder without the
consent of Lenders.

                                      -42-

<PAGE>

     11.11 Singular and Plural. Words used herein in the singular, where the
context so permits, shall be deemed to include the plural and vice versa. The
definition of words in the singular herein shall apply to such words when used
in the plural where the context so permits and vice versa.

     11.12 Amendments. No amendment or waiver of any provision of this Agreement
or consent to any departure therefrom by the Companies or Lenders shall be
effective unless the same shall be in writing and signed by the Companies, the
Agents and the Required Lenders, provided that, without the written consent of
all of the Lenders, no amendment to this Agreement shall (i) change the maturity
of any Note, or (ii) change the principal of or the rate or time of payment of
interest or any premium payable with respect to any Note, or (iii) increase the
Commitments, or (iv) release any of the Companies, or affect the time, amount or
allocation of any required prepayments, or (v) reduce the proportion of the
Required Lenders required with respect to any consent, or (vi) change the
definition of Required Lenders or amend this Section 11.12. No course of dealing
between any of the Companies and the Lenders nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of
any of the Lenders. In the case of a waiver or consent, such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     11.13 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes any and all prior agreements with respect to
the transactions contemplated hereby.

                         [Signatures on Following Pages]

                                      -43-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first written above.

COMPANY:                              TIDEWATER INC.


                                      By:___________________________________
                                         Name:  J. Keith Lousteau
                                         Title: Senior Vice President, Chief
                                                 Financial Officer and Treasurer

BORROWING SUBSIDIARIES:               POINT MARINE, L.L.C.
                                      TWENTY GRAND MARINE SERVICE, L.L.C.
                                      TWENTY GRAND OFFSHORE, INC.
                                      ZAPATA GULF MARINE OPERATORS, L.L.C.


                                      By:___________________________________
                                         Name:  J. Keith Lousteau
                                         Title: Authorized Representative

NON-BORROWING SUBSIDIARIES:           GULF FLEET SUPPLY VESSELS, L.L.C.
                                      HILLIARD OIL & GAS, INC.
                                      JACKSON MARINE, L.L.C.
                                      JAVA BOAT CORPORATION
                                      QUALITY SHIPYARDS, L.L.C.
                                      S.O.P., INC.
                                      SEAFARER BOAT CORPORATION
                                      T. BENETEE, L.L.C.
                                      TIDEWATER OFFSHORE (GP-1984), INC.
                                      TIDEWATER MARINE, L.L.C.
                                      TIDEWATER MARINE ALASKA, INC.
                                      TIDEWATER MARINE SERVICE, INC.
                                      TIDEWATER MARINE WESTERN, INC.
                                      TT BOAT CORPORATION
                                      TWENTY GRAND (BRAZIL), L.L.C.
                                      ZAPATA GULF MARINE, L.L.C.
                                      ZAPATA GULF PACIFIC, L.L.C.


                                      By: s/s J. Keith Lousteau
                                         ----------------------
                                         Name:  J. Keith Lousteau
                                         Title: Authorized Representative

                                      -44-

<PAGE>

ADMINISTRATIVE AGENT:                 FLEET NATIONAL BANK
                                       Agent and Lender


                                      By: s/s William Latham
                                         -------------------
                                         Name:  William Latham
                                         Title: Director

                                      -45-

<PAGE>

DOCUMENTATION AGENT:                  BANK ONE, NA (Chicago Main Office),
                                       Agent and Lender


                                      By: s/s J. Charles Freel, Jr.
                                         --------------------------
                                         Name:  J. Charles Freel, Jr.
                                         Title: Director, Capital Markets

                                      -46-