<PAGE>
                                                                   Exhibit 10.12




                                 LOAN AGREEMENT

                                      among

                       SEABULK GLOBAL TRANSPORT, INC. AND
                        SEABULK OVERSEAS TRANSPORT, INC.,
                         as Joint and Several Borrowers,


                          THE GUARANTORS NAMED HEREIN,
                        as Joint and Several Guarantors,


           THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1,
                                   as Lenders,


                    NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
                             as Arranger and Agent,


                    NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
                              as Security Trustee,


                                       and


                    NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
                                as Swap Provider

                           Dated: as of March 18, 2004





<PAGE>


                                TABLE OF CONTENTS

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS                              1

   SECTION 1.01.  Certain Defined Terms                                  1
   SECTION 1.02.  Interpretation                                        16
   SECTION 1.03.  Computation of Time Periods                           16
   SECTION 1.04.  Accounting Terms                                      16

ARTICLE II  THE ADVANCES                                                16

   SECTION 2.01.  The Advances                                          16
   SECTION 2.02.  Borrowing Procedures                                  16
   SECTION 2.03.  Failure of Lender to Make Advance                     17
   SECTION 2.04.  Repayment                                             17
   SECTION 2.05.  Prepayment                                            18
   SECTION 2.06.  Interest On the Advances                              19
   SECTION 2.07.  Payments and Computations                             19
   SECTION 2.08.  Taxes                                                 20
   SECTION 2.09.  Increased Cost and Reduced Return                     21
   SECTION 2.10.  Illegality                                            21
   SECTION 2.11.  Designated Transactions                               22

ARTICLE III  CONDITIONS PRECEDENT                                       22

   SECTION 3.01.  Conditions Precedent to the First Borrowing           22
   SECTION 3.02.  Conditions Precedent to the Second Borrowing          25
   SECTION 3.03.  Conditions Precedent to Each Borrowing                27
   SECTION 3.04.  Determinations Under Section 3.01, 3.02 and 3.03      28

ARTICLE IV  REPRESENTATIONS AND WARRANTIES                              28

   SECTION 4.01.  Representations and Warranties                        28

ARTICLE V  AFFIRMATIVE COVENANTS                                        34

   SECTION 5.01.  Affirmative Covenants                                 34

ARTICLE VI  NEGATIVE COVENANTS                                          41

   SECTION 6.01.  Negative Covenants                                    41

ARTICLE VII  AGREEMENT TO GUARANTEE                                     44

   SECTION 7.01.  Guarantee                                             44
   SECTION 7.02.  Indemnity                                             45
   SECTION 7.03.  Guaranty Absolute                                     45
   SECTION 7.04.  Waivers and Acknowledgments                           47
   SECTION 7.05.  Subrogation                                           48
   SECTION 7.06.  No Competition                                        49
   SECTION 7.07.  Taxes                                                 49
   SECTION 7.08.  Permitted Actions                                     49
   SECTION 7.09.  Financial Condition of the Borrowers                  50
   SECTION 7.10.  Continuing Guaranty                                   51
   SECTION 7.11.  Rights Cumulative; No Waiver                          51

ARTICLE VIII  EVENTS OF DEFAULT                                         51

   SECTION 8.01.  Events of Default                                     51
   SECTION 8.02.  Application of Moneys                                 53
   SECTION 8.03.  Position of Swap Provider                             54


<PAGE>

ARTICLE IX  THE AGENT AND THE SECURITY TRUSTEE                          54

   SECTION 9.01.  Appointment and Granting                              54
   SECTION 9.02.  Reliance                                              56
   SECTION 9.03.  Knowledge                                             56
   SECTION 9.04.  Security Trustee and Agent as Lenders                 56
   SECTION 9.05.  Indemnification of Security Trustee and Agent         56
   SECTION 9.06.  Reliance On Security Trustee or Agent                 57
   SECTION 9.07.  Actions by Security Trustee and Agent                 57
   SECTION 9.08.  Resignation                                           57
   SECTION 9.09.  Release of Collateral                                 58

ARTICLE X  MISCELLANEOUS                                                58

   SECTION 10.01.  Judgment Currency                                    58
   SECTION 10.02.  Books of Lenders and the Agent Conclusive            58
   SECTION 10.03.  Costs and Expenses; Indemnity                        59
   SECTION 10.04.  Notices                                              60
   SECTION 10.05.  Successors and Assigns                               60
   SECTION 10.06.  Financing Statements                                 62
   SECTION 10.07.  Modification of Agreement                            62
   SECTION 10.08.  Governing Law                                        62
   SECTION 10.09.  Waiver of Jury Trial                                 62
   SECTION 10.10.  Waiver of Immunities                                 62
   SECTION 10.11.  Consent to Jurisdiction                              62
   SECTION 10.12.  Right of Set-off                                     63
   SECTION 10.13.  No Waiver; Remedies                                  63
   SECTION 10.14.  Severability                                         64
   SECTION 10.15.  Execution in Counterparts; Integration               64
   SECTION 10.16.  Joint and Several                                    64
   SECTION 10.17.  Headings                                             64

SCHEDULE 1            Lenders and Commitments
SCHEDULE 2            Repayment Schedule
SCHEDULE 3            Acceptable Brokers
SCHEDULE 4.01(f)      List of Material Litigation
SCHEDULE 4.01(g)      ERISA
SCHEDULE 4.01(h)      Environmental Matters
SCHEDULE 4.01(i)(1)   Material Compliance with Maritime Laws
SCHEDULE 4.01(i)(2)   ISM Code Documentation
SCHEDULE 4.01(k)(1)   List of Subsidiaries
SCHEDULE 4.01(k)(2)   List of Material Assets
SCHEDULE 4.01(m)      List of Material Financings

EXHIBIT A  Form of Assignment and Acceptance
EXHIBIT B  Form of Assignment of Earnings
EXHIBIT C  Form of Assignment of Insurances
EXHIBIT D  Form of Designation Notice
EXHIBIT E  Form of Mortgage
EXHIBIT F  Form of Note
EXHIBIT G  Form of Notice of Drawdown


<PAGE>

         LOAN AGREEMENT dated as of March 18, 2004 (this "Agreement") among (i)
SEABULK GLOBAL TRANSPORT, INC. and SEABULK OVERSEAS TRANSPORT, INC., each a
Liberian corporation, as joint and several borrowers (each, a "Borrower" and
collectively, the "Borrowers"), (ii) each of the Guarantors named herein, (iii)
each of the banks and financial institutions listed on Schedule 1 hereto (each a
"Lender", and collectively, the "Lenders"), (iv) NORDEA BANK FINLAND PLC, New
York Branch, as arranger and as agent for the Lenders (in such capacity, the
"Agent"), (v) NORDEA BANK FINLAND PLC, New York Branch, as Security Trustee (in
such capacity, the "Security Trustee"), and (vi) NORDEA BANK FINLAND PLC, New
York Branch, as swap provider (in such capacity, the "Swap Provider").

                                   WITNESSETH:

         WHEREAS, the Borrowers have requested that the Lenders make available
to the Borrowers a credit facility in the aggregate principal amount of
US$49,600,000 in two separate loans, each in the principal amount of
US$24,800,000, to finance the acquisition of the Mortgaged Vessels (as
hereinafter defined), and the Lenders have agreed to make available the credit
facility and to lend such amounts in the form of the Advances on the terms and
conditions set forth herein.

         WHEREAS, the Guarantors have agreed to guarantee the performance by the
Borrowers of the Borrowers' obligations hereunder and under the other Loan
Documents (as hereafter defined) to which either of the Borrowers is a party.

         WHEREAS, the Borrowers and Seabulk International (as hereafter defined)
desire to enter into swap agreements with the Swap Provider to, among other
things, hedge the Borrowers' exposure to interest rate fluctuations under this
Agreement.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings:

         "ACCEPTABLE BROKER" means any of the sale and purchase ship brokerage
companies identified in Schedule 3 hereto, and any other independent sale and
purchase ship brokerage company which the Lenders may in their sole reasonable
discretion approve from time to time for purposes of this Agreement.

         "ADJUSTED EBITDA" means, with respect to Seabulk International for any
period, an amount equal to EBITDA for each of Seabulk International's most
recently ended four fiscal quarters, as reported in the financial statements
most recently delivered to the Agent, MINUS that portion of EBITDA attributable
to the Lightship Tanker Entities PLUS an amount equal to the dividends received
during such period from the Lightship Tanker Entities.


<PAGE>

         "ADJUSTED FUNDED DEBT" means with respect to Seabulk International for
any period, the average of Seabulk International's Consolidated Funded Debt less
any Debt relating to the Lightship Tanker Entities for each of Seabulk
International's most recently ended four fiscal quarters, as reported in the
financial statements most recently delivered to the Agent.

         "ADJUSTED FUNDED DEBT RATIO" means as of any date of determination the
ratio of the Adjusted Funded Debt to the Adjusted EBITDA.

         "ADJUSTED INTEREST EXPENSE" means, with respect to Seabulk
International for any period, the Consolidated Interest Expense less any
Consolidated Interest Expense relating to the Lightship Tanker Entities for each
of Seabulk International's most recently ended four fiscal quarters, as reported
in the financial statements most recently delivered to the Agent.

         "ADJUSTED TANGIBLE NET WORTH" means with respect to Seabulk
International, as of any date of determination, the Consolidated Tangible Net
Worth of Seabulk International less any Consolidated Tangible Net Worth relating
to the Lightship Tanker Entities.

         "ADVANCES" means the amount advanced to the Borrowers by each of the
Lenders with respect to either Tranche of either Term Loan as part of a
Borrowing.

         "AFFILIATE" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 25% or more of the voting stock of such Person or
to direct or cause direction of the management and policies of such Person,
whether through the ownership of voting stock, by contract or otherwise.

         "AGENT'S ACCOUNT" means Account Number 52150000032201001 maintained at
the Agent's New York Branch, ABA Number: 026010786, SWIFT: NDEAUS3NXXX,
Attention: Credit Administration, Re: Seabulk.

         "APPLICABLE MARGIN" means, with respect to each Advance relating to the
relevant Mortgaged Vessel, 1.75% per annum with respect to Tranche A and 4.00%
per annum with respect to Tranche B.

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Agent, in substantially
the form of Exhibit A hereto.

         "ASSIGNMENT OF EARNINGS" means the first priority assignment by each
Borrower in favor of the Security Trustee, for the benefit of the Lenders and
the Swap Provider, of the earnings of such Borrower's Mortgaged Vessel, in
substantially the form of Exhibit B hereto (as the same may be amended,
supplemented or modified from time to time).

         "ASSIGNMENT OF INSURANCES" means the first priority assignment by each
Borrower in favor of the Security Trustee, for the benefit of the Lenders and
the Swap Provider, of the insurances in respect of such Borrower's Mortgaged
Vessel, in substantially the form of Exhibit C hereto (as the same may be
amended, supplemented or modified from time to time).



                                       2
<PAGE>

         "ATTRIBUTABLE DEBT" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

         "BANKING DAY" means a day on which dealings are carried out in the
London Interbank Market and which is also a day on which commercial banks are
not authorized or required to close in New York, New York.

         "BOND" means the 9-1/2% Senior Notes due 2013 issued by Seabulk
International pursuant to the terms and conditions of the Indenture.

         "BORROWING" means the making of the Advances by each of the Lenders in
respect of a particular Mortgaged Vessel on the same date under Section 2.01
hereof.

         "CAPITAL LEASE OBLIGATION" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "CHANGE OF CONTROL" means with respect to (a) a Borrower, Seabulk
Global Carriers or Seabulk Tankers, the occurrence of any act, event or
circumstance which results in Seabulk International owning, beneficially and of
record, directly or indirectly, less than all of the issued and outstanding
capital stock of such Person and (b) Seabulk International, the persons owning
all of the issued and outstanding capital stock of Seabulk International as of
the date of this Agreement shall cease to own beneficially and of record 51% of
the issued and outstanding stock of Seabulk International or the board of
directors of Seabulk International ceases to consist of a majority of the
existing directors as of the date of this Agreement or directors elected or
nominated by such existing directors or by contract or other agreement any third
party shall have the ability to influence the actions of the board of directors.

         "CLASSIFICATION SOCIETY" means in respect of each of the Mortgaged
Vessels, the American Bureau of Shipping or such other classification society as
is selected by the Borrower owning such Mortgaged Vessel with the prior consent
of the Agent acting on the instructions of and upon the acceptance by the
Majority Lenders.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and the rulings issued thereunder.

         "COLLATERAL" means all property (including, without limitation, any
proceeds thereof) referred to in the Security Documents that is or is intended
to be subject to any Lien in favor of the Security Trustee, for the benefit of
the Lenders and the Swap Provider, securing the obligations of the Borrowers
under this Agreement or any other Loan Documents and the right of the Swap
Provider to receive amounts under the Master Agreement.



                                       3
<PAGE>

         "COMMITMENT" with respect to any Lender at any time, has the meaning
specified in Section 2.01 or, if such Lender has entered into one or more
Assignments and Acceptances, means the amount set forth for such Lender in the
Register maintained by the Agent pursuant to Section 9.05(b) as such Lender's
"Commitment", as such amount may be reduced at or prior to such time pursuant to
Section 2.04 and "Commitments" mean the aggregate of the Commitments of all the
Lenders.

         "COMMITMENT TERMINATION DATE" means April 30, 2004 or such earlier day
as the Commitments shall have been canceled pursuant to the provisions of this
Agreement.

         "COMPLIANCE CERTIFICATE" shall have the meaning assigned such term in
Section 5.01(g)(vi)

         "CONFIRMATION" has the meaning ascribed thereto in the Master
Agreement.

         "CONSOLIDATED FUNDED DEBT" means, with respect to any Person as of any
date of determination, the sum, without duplication, of (a) the total amount of
Debt of such Person and its Subsidiaries, plus (ii) the total amount of Debt of
any other Person to the extent such Debt has been guaranteed by such person or
one or more of its Subsidiaries, plus (iii) the aggregate value of all
Disqualified Shares of such Person, in each case, determined on a consolidated
basis in accordance with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, the sum of: (a)
the total interest expense of Seabulk International and its Subsidiaries plus,
to the extent not otherwise included in such interest expense (without
duplication), and to the extent incurred by Seabulk International or any of its
Subsidiaries (i) interest expense attributable to Capital Lease Obligations, the
interest expense attributable to leases constituting part of a sale and
leaseback transaction and the interest portion of rent expense associated with
Attributable Debt in respect of the relevant lease giving rise thereto,
determined as if such lease were a capitalized lease in accordance with GAAP and
the interest component of any deferred payment obligations, (ii) amortization of
debt but not debt issuance costs; (iii) non-cash interest expense, (iv)
amortization of commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing, (v) interest
accruing on any Debt of any other Person to the extent such Debt is guaranteed
by or secured by the assets of Seabulk International or any of its Subsidiaries
and (vi) net costs associated with Hedging Obligations (excluding amortization
of fees paid at the time of entering into such Hedging Obligations; PLUS (b) all
dividends, whether paid or accrued and whether or not in cash, on any series of
preferred shares of a Person or any of its Subsidiaries payable to a Person
other than Seabulk International or its Subsidiaries; PLUS (c) cash
contributions to any employee stock ownership plan or other trust for the
benefit of employees to the extent such contributions are used by such plan or
trust to pay interest or fees to any Person other than Seabulk International or
its Subsidiaries in connection with and Debt incurred by such plan or trust to
purchase share capital of Seabulk International.

         "CONSOLIDATED NET INCOME" means, for any period for any Person, the net
income (loss) of such Person and its consolidated Subsidiaries determined in
accordance with GAAP; PROVIDED, HOWEVER, that there shall not be included in
determining such Consolidated Net Income: (a) any net income (or loss) of any
subsidiary if at the date of determination the making of distributions or the
payment of dividends by such Subsidiary are not permitted without prior


                                       4
<PAGE>

governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or other organizational document or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary or its stockholders except (i) Seabulk
International's equity in the net income of any such Subsidiary for such period
shall be included in such Consolidated Net Income up to the aggregate amount of
cash distributed by such Subsidiary during such period to Seabulk International
or a Subsidiary as a dividend or other distribution (subject, in the case of a
dividend to a Subsidiary, to the limitation contained in this clause), and (ii)
Seabulk International's equity in a net loss of any such Subsidiary for such
period shall be included in determining such Consolidated Net Income; (b) any
gain or loss, together with any related provision for taxes on such gain or
loss, realized upon (i) the sale or other disposition of assets of Seabulk
International, its consolidated Subsidiaries or any other Person (including
pursuant to any sale and leaseback transaction) which is not sold or otherwise
disposed of in the ordinary course of business, (ii) the sale or other
disposition of any securities of any Person not sold or otherwise disposed of in
the ordinary course of business or (iii) the extinguishment of any Debt of any
Person; or (c) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss.

         "CONSOLIDATED TANGIBLE NET WORTH" of any Person, as of any date of
determination, means the consolidated shareholders' equity of such Person as
determined in accordance with GAAP less (to the extent included) amounts
attributable to Disqualified Shares of such Person.

         "CREDIT PARTY" means any of, and "Credit Parties" means all of, the
Borrowers and the Guarantors.

         "CUSTOMARY PERMITTED LIENS" means

                  (a)      Liens for taxes, assessments or charges of any
                           government authority or claims not yet due or which
                           are being contested in good faith by appropriate
                           proceedings and with respect of which adequate
                           reserves or other appropriate provisions are being
                           maintained in accordance with the provisions of GAAP;

                  (b)      statutory Liens of landlords and Liens of carriers,
                           warehousemen, mechanics, materialmen and other Liens
                           imposed by law created in the ordinary course of
                           business for amounts which are not past due for more
                           than 30 days or which are being contested in good
                           faith by appropriate proceedings and with respect to
                           which adequate reserves or other appropriate
                           provisions are being maintained in accordance with
                           GAAP or which in the aggregate do not detract from
                           the value of the property or assets or materially
                           impair the use thereof in the operation of the
                           business of either of the Borrowers;

                  (c)      licenses, leases or subleases granted to other
                           Persons in the ordinary course of business not
                           materially interfering with the conduct of the
                           business of the Borrowers;

                  (d)      easements, rights-of-way, restrictions (including
                           zoning restrictions), encroachments, protrusions and
                           other similar charges or encumbrances,



                                       5
<PAGE>

                           and minor title deficiencies, in each case whether
                           now or hereafter in existence, not securing
                           obligations for the payment of borrowed money and not
                           materially interfering with the conduct of the
                           business of the Borrowers;

                  (e)      rights of tenants, subtenants, franchises or parties
                           in possession (other than a debtor in possession,
                           trustee in bankruptcy or receiver of a Borrower), or
                           options or rights of first refusal, whether pursuant
                           to leases, subleases, franchise agreements, other
                           occupancy agreements or otherwise, if such rights
                           were vested on the date hereof or created thereafter
                           in the ordinary course of business in transactions
                           permitted under this Agreement;

                  (f)      any interest or title of a lessor, sub-lessor,
                           licensee or licensor under any lease or license
                           agreement permitted by this Agreement;

                  (g)      Liens in favor of a banking institution arising as a
                           matter of law encumbering deposits (including the
                           right of set-off) held by such banking institutions
                           incurred in the ordinary course of business and which
                           are within the general parameters customary in the
                           banking industry;

                  (h)      Liens in favor of customs and revenue authorities
                           arising as a matter of law to secure the payment of
                           customs duties in connection with the importation of
                           goods;

                  (i)      Liens arising out of conditional sale, title
                           retention, consignment or similar arrangements for
                           the purchase or sale of goods, entered into by a
                           Borrower in the ordinary course of business in
                           accordance with the past practices of such Borrower;

                  (j)      deposits made to secure statutory obligations in the
                           form of excise taxes;

                  (k)      Liens incurred or deposits or pledges made in the
                           ordinary course of business in connection with
                           workers' compensation, unemployment insurance and
                           other types of social security, old age or other
                           similar obligations, or to secure the performance of
                           tenders, statutory obligations, surety and appeal
                           bonds, bids, leases, government contracts,
                           performance and return-of-money bonds and other
                           similar obligations (exclusive of obligations for the
                           payment of borrowed money); and

                  (l)      Liens resulting from operation of law with respect to
                           any judgments or orders not constituting a Default.

         "DEBT" means, as to any Person (a) indebtedness for borrowed money, (b)
obligations evidenced by bonds, debentures, notes or other similar instrument,
(c) obligations to pay the deferred purchase price of property or services, (d)
obligations classified as "capital leases" in accordance with GAAP, (e) any
obligation of such Person with respect to Hedging Obligations and (f)
obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in



                                       6
<PAGE>

respect of, indebtedness or obligations of others of the kinds referred to in
clauses (a) through (e) above.

         "DEFAULT" means a condition or an event which, with the giving of
notice or lapse of time, or both, would constitute an Event of Default.

         "DEFAULT INTEREST RATE" shall mean the Interest Rate plus 2% per annum.

         "DELIVERY DATE" means the date on which a Mortgaged Vessel is tendered
by the seller thereof to the applicable Borrower, and such Borrower accepts
delivery thereof, in accordance with the terms of the relevant memorandum of
agreement relating to such Mortgaged Vessel.

         "DESIGNATED TRANSACTION" means a Transaction which fulfills the
following requirements:

                  (a) it is entered into by Party B and the Swap Provider
         pursuant to the Master Agreement for purposes of one or more Hedging
         Obligations;

                  (b) the notional principal amount of such Transaction,
         together with all other continuing Designated Transactions, does not
         and in the future (taking into account the scheduled amortization
         thereof) will not exceed the aggregate amount of the Loan scheduled to
         be outstanding from time to time; and

                  (c) it is designated by the Swap Provider, by delivery by the
         Swap Provider to the Agent of a notice of designation in the form set
         out in Exhibit D, as a Designated Transaction for the purposes of the
         Loan Documents.

         "DISQUALIFIED SHARES" means any share capital that by its terms or upon
the happening of any event matures or is mandatorily redeemable.

         "DRAWDOWN DATE" means each requested date for the making of each
Borrowing, which shall not be later than the Commitment Termination Date.

         "EARNINGS ACCOUNT" means each account opened by and in the name each of
the Borrowers with NORDEA BANK NORGE ASA, Grand Cayman Branch, in which the
earnings of each Mortgaged Vessel shall be collected.

         "EBITDA" means, with respect to Seabulk International and its
Subsidiaries for any period, the Consolidated Net Income of such Person for such
period plus the following to the extent deducted in calculating such
Consolidated Net Income:

                  (a) all federal, state and local and all foreign income tax
         expense;

                  (b) Consolidated Interest Expense;

                  (c) depreciation expense and amortization expense;



                                       7
<PAGE>

                  (d) the sum of any non-cash costs, charges or expenses
         attributable to the accrual of or reserve for cash charges in any
         future period for pension liabilities of Seabulk International and its
         Subsidiaries;

                  (e) an amount equal to any non-cash loss or gain realized in
         connection with an asset sale or any unrealized gains or losses in
         respect of any Hedging Obligations;

                  (f) an amount equal to the fees, expenses and other costs
         incurred by the Credit Parties in connection with the transactions
         contemplated by this Agreement; and

                  (g) to the extent that Seabulk International's accounting
         policy with respect to the capitalization of dry-docking costs is
         changed, an amount equal to any expensed dry-docking cost.

         Notwithstanding the foregoing, amounts relating to a Subsidiary of
Seabulk International shall be added to Consolidated Net Income to compute
EBITDA only to the extent (and in the same proportion) that the net income (or
loss) of such Subsidiary was included in calculating Consolidated Net Income.

         "EVENT OF LOSS" means any actual, constructive, compromised or arranged
total loss of, or the requisition of title to, a Mortgaged Vessel.

         "ENVIRONMENTAL ACTION" means any administrative, regulatory or judicial
action, suit, demand, demand letter, claim, notice of non-compliance or
violation, investigation, proceeding, consent order or consent agreement based
upon or arising out of any Environmental Law or any Environmental Permit,
including without limitation (a) any claim by any governmental or regulatory
authority for enforcement, cleanup, removal, response, remedial or other actions
or damages pursuant to any Environmental Law and (b) any claim by any third
party seeking damages, contribution, or injunctive relief arising from alleged
injury or threat of injury to health, safety or the environment.

         "ENVIRONMENTAL INCIDENT" means (i) any release of Environmentally
Sensitive Material from a Mortgaged Vessel; or (ii) any incident in which
Environmentally Sensitive Material is released from a vessel other than a
Mortgaged Vessel and which involves collision between a Mortgaged Vessel and
such other vessel or some other incident of navigation or operation, in either
case, where a Mortgaged Vessel or the relevant Borrower is actually or allegedly
at fault or otherwise liable (in whole or in part); or (iii) any incident in
which Environmentally Sensitive Material is released from a vessel other than a
Mortgaged Vessel and where such Mortgaged Vessel is actually or potentially
liable to be arrested as a result and/or where the relevant Borrower is actually
or allegedly at fault or otherwise liable;

         "ENVIRONMENTAL LAW" means any federal, state, local, foreign or
international law, rule, regulation, order, writ, judgment, injunction, decree,
treaty, determination or award relating to the environment, health or safety.

         "ENVIRONMENTAL PERMIT" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.



                                       8
<PAGE>

         "ENVIRONMENTALLY SENSITIVE MATERIAL" means oil, oil products, any other
substance which is polluting, toxic or hazardous or any substance the release of
which into the environment is regulated, prohibited or penalized by or pursuant
to any Environmental Law.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "ERISA AFFILIATE" of any Person means any other Person that for
purposes of Title IV of ERISA is a member of such Person's controlled group, or
under common control with such Person, within the meaning of Section 414 of the
Code.

         "ERISA EVENT" with respect to any Person means (a) the occurrence of a
reportable event, within the meaning of Section 4043 of ERISA, with respect to
any Plan of such Person or any of its ERISA Affiliates unless the 30-day notice
requirement with respect to such event has been waived by the PBGC; (b) the
provision by the administrator of any Plan of such Person or any of its ERISA
Affiliates of a notice of intent to terminate such Plan, pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment
referred to in Section 4041(e) of ERISA); (c) the cessation of operations at a
facility of such Person or any of its ERISA Affiliates in the circumstances
described in Section 4062(e) of ERISA; (d) the withdrawal by such Person or any
of its ERISA Affiliates from a Multiple Employer Plan during a plan year for
which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
(e) the failure by such Person or any of its ERISA Affiliates to make a payment
to a Plan described in Section 302(f)(1) of ERISA; (f) the adoption of an
amendment to a Plan of such Person or any of its ERISA Affiliates requiring the
provision of security to such Plan, pursuant to Section 307 of ERISA; or (g) the
institution by the PBGC of proceedings to terminate a Plan of such Person or any
of its ERISA Affiliates pursuant to Section 4042 of ERISA, or the occurrence of
any event or condition described in Section 4042 of ERISA that would constitute
grounds for the termination of, or the appointment of a trustee to administer,
such Plan; provided, however; that an event described in clause (a), (c) or (d)
of this definition, or in clause (b) of this definition solely with respect to a
standard termination under Section 4041(b) of ERISA, shall be an ERISA Event
only if such event is reasonably likely to result in a material liability of
such Person or any of its ERISA Affiliates.

         "FAIR MARKET VALUE" means, in relation to a Mortgaged Vessel, the fair
market value of such Mortgaged Vessel determined by means of a valuation made
(at the expense of the Borrowers) at any relevant time by an Acceptable Broker
as may from time to time be selected by the Borrowers; such valuation shall be
made on an "as is where is" basis with or without physical inspection of such
Mortgaged Vessel, on the basis of a sale for prompt delivery for cash at arms'
length on normal commercial terms as between a willing seller and a willing
buyer, free of any existing charter or other contracts of employment, and shall
be conclusive evidence of the fair market value of such Mortgaged Vessel at the
date of such valuation.

         "FINAL PAYMENT DATE" means (a) in respect of Tranche A Advances, March
31, 2011; and (b) in respect of Tranche B Advances, March 31, 2007.

         "FOREIGN PENSION PLAN" shall mean any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by a Credit Party Borrower or
any one or more of its Subsidiaries primarily for



                                       9
<PAGE>

the benefit of employees of such Credit Party or such Subsidiaries residing
outside the United States of America, which plan, fund or other similar program
provides, or results in, retirement income, a deferral of income in
contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code.

         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States, except as disclosed in the financial
statements of the Credit Parties.

         "GUARANTEED OBLIGATIONS" shall have the meaning assigned such term in
Section 7.01(a).

         "GUARANTORS" means Seabulk International, Seabulk Global Carriers and
Seabulk Tankers.

         "HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation and radon gas, (b) any substances defined as
or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted hazardous
wastes," "toxic substances," "toxic pollutants," contaminants" or "pollutants,"
or words of similar import, under any Environmental Law and (c) any other
substance exposure to which is regulated under any Environmental Law.

         "HEDGING OBLIGATIONS" means, with respect to any Person, the net amount
of the obligations of such Person under interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements, foreign currency exchange
agreements, commodity price protection agreements and other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates, foreign currency exchange rates and commodity prices.

         "INDENTURE" means the Indenture dated as of August 5, 2003 among
Seabulk International, the guarantors named therein and Wachovia Bank, National
Association, as Trustee.

         "INTEREST PAYMENT DATE" means, in the case of each Advance, the day on
which interest in respect of such Advance is due in accordance with Section
2.06(a) of this Agreement.

         "INTEREST PERIOD" means, for each Advance, (a) in the case of the first
such period, the period commencing on the date such Borrowing is made and ending
on the last day of the period selected by the Borrowers pursuant to the
provisions below and (b) thereafter, each subsequent period commencing on the
last day of the immediately preceding Interest Period and ending on the last day
of the periods elected by the Borrowers pursuant to the provisions below. The
duration of each such Interest Period shall be one, two or three months as the
Borrowers may, upon notice received by the Agent not later than 11:00 A.M. (New
York City time) on the third Business Day prior to the first day of such
Interest Period, select or request; PROVIDED, that:

         (i) the Borrowers may not select any Interest Period which ends after
         any Payment Date unless, after giving effect to such selection, the
         aggregate principal amount of Advances having Interest Periods that end
         on or prior to such Payment Date shall be at least equal to the
         aggregate principal amount of such Advances due and payable on or prior
         to such Payment Date;



                                       10
<PAGE>

         (ii) the first Interest Payment Date applicable to the Borrowing made
         in respect of the delivery of the second Mortgaged Vessel shall
         coincide with the Interest Payment Date then applicable to the
         outstanding Advances;

         (iii) whenever the last day of any Interest Period would otherwise
         occur on a day other than a Banking Day, the last day of such Interest
         Period shall be extended to occur on the next succeeding Banking Day,
         PROVIDED THAT, if such extension would cause the last day of such
         Interest Period to occur in the next following calendar month, the last
         day of such Interest Period shall occur on the immediately preceding
         Banking Day;

         (iv) whenever the first day of any Interest Period occurs on a day in a
         calendar month for which there is no numerically corresponding day in
         the calendar month that succeeds such initial calendar month by the
         number of months equal to the number of months in such Interest Period,
         such Interest Period shall end on the last Banking Day of such
         succeeding calendar month.

         "INTEREST RATE" means LIBOR plus the Applicable Margin.

         "INVESTMENT" means any direct or indirect advance, loan or other
extension of credit (including by way of guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of capital stock (or other equity
interest), Indebtedness or other similar instruments.

         "ISM CODE" means the International Safety Management Code for the Safe
Operating of Ships and for Pollution Prevention constituted pursuant to
Resolution A.714(18) of the International Maritime Organization and incorporated
into the Safety of Life at Sea Convention and any amendments or extensions
thereto and the rules, regulations and requirements thereunder.

         "ISM CODE DOCUMENTATION" in relation to a Vessel includes:

                  (a) the document of compliance (DOC) and safety management
         certificate (SMC) issued pursuant to the ISM Code in relation to a
         Vessel within the periods specified by the ISM Code; and

                  (b) all other documents and data which are relevant to the ISM
         Safety Management Systems and its implementation and verification which
         the Agent may reasonably require; and

                  (c) any other documents which are relevant to establish and
         maintain a Vessel or the relevant Borrower's compliance with the ISM
         Code which the Agent may reasonably require.

         "ISM SAFETY MANAGEMENT SYSTEMS" means the Safety Management System
referred to in Clause 1.4 (or any other relevant provision) of the ISM Code.



                                       11
<PAGE>

         "LENDING OFFICE" means, with respect to any Lender, the office of such
Lender specified as its "Lending Office" opposite its name on Schedule 1 hereto
or in the Assignment and Acceptance pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time specify to
the Borrower and the Agent.

         "LIBOR" means, with respect to any Interest Period, the rate per annum
calculated by the Agent at approximately 11:00 a.m., London time, on the date
which is two Banking Days prior to the beginning of such Interest Period by
reference to the British Bankers' Association Interest Settlement Rates for
deposits in Dollars (as set forth by any service selected by the Agent which has
been nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period.

         "LIEN" means any mortgage, pledge, charge or other encumbrance of any
kind.

         "LIGHTSHIP TANKER ENTITIES" means Lightship Tanker Holdings, L.L.C.,
Lightship Partners, L.P., Lightship Tankers I, L.L.C., Lightship Tankers II,
L.L.C., Lightship Tankers III, L.L.C., Lightship Tankers IV, L.L.C., Lightship
Tankers V, L.L.C., Delaware Tanker Holdings I, Inc., Delaware Tanker Holdings
II, Inc., Delaware Tanker Holdings III, Inc., Delaware Tanker Holdings IV, Inc.
and Delaware Tanker Holdings V, Inc.

         "LOAN" means, at any time, the aggregate principal amount of the Term
Loans advanced by the Lenders pursuant to Section 2.01.

         "LOAN DOCUMENTS" means this Agreement, the Note, the Guaranty, the
Master Agreement and the Security Documents.

         "MAJORITY LENDERS" means Lenders holding more than 50% of the aggregate
unpaid principal amount of the Loan.

         "MANAGEMENT AGREEMENT" means a management agreement with the Manager
based on or substantially in the form of the BIMCO Standard Ship Management
Agreement "Shipman 98", or such other management agreement in form and substance
reasonably satisfactory to the Agent providing for the commercial and technical
management of the Mortgaged Vessels.

         "MANAGER" means World-Wide Shipping Managers Pte. Ltd., a company
incorporated and existing under the laws of Singapore, or such other manager as
is selected by the Borrowers with the prior consent of the Agent acting on the
instructions of and upon the acceptance by the Majority Lenders.

         "MASTER AGREEMENT" means the Master Agreement (on the 1992 ISDA Master
Agreement form) entered into among Party B and the Swap Provider, and each
Confirmation and Schedule related thereto, pursuant to which Party B enters into
certain Transactions (as such term is defined in the Master Agreement) pursuant
to separate Confirmations providing for, among other things, the payment of
certain amounts by the Borrowers to the Swap Provider to hedge the Borrowers'
exposure to interest rate fluctuations under this Agreement.

         "MATERIAL ADVERSE EFFECT" means, (i) with respect to a Person, any
material adverse effect on the business, assets, liabilities, condition
(financial or otherwise), operations, performance,



                                       12
<PAGE>

properties or prospects of such Persons taken as a whole on, where appropriate,
a consolidated basis in accordance with GAAP, (ii) with respect to any Loan
Document, any adverse effect (a) whether material or not, on the binding nature,
validity or enforceability thereof, (b) on any Person's ability to perform its
obligations under such Loan Document or (c) on the rights and remedies of the
Security Trustee or any Lender thereunder and (iii) with respect to any
Collateral, a material adverse effect on its value as Collateral or its
usefulness in the business of any Person pledging such Collateral or on the
validity, perfection, priority or enforceability of the Security Trustee's Lien
thereon.

         "MORTGAGED VESSELS" means each of the Liberian registered vessels
SEABULK RELIANT, Official Number 12274, and SEABULK TRUST, Official Number
12273, subject to a Mortgage.

         "MORTGAGE" means a First Preferred Liberian Ship Mortgage made by a
Borrower in favor of the Security Trustee, for the benefit of the Lenders and
the Swap Provider, in respect of such Borrower's Mortgaged Vessel, in
substantially the form of Exhibit E (as the as the same may be amended,
supplemented or modified from time to time).

         "MULTIPLE EMPLOYER PLAN" of any Person means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA,
and (a) that is maintained for employees of such Person or any of its ERISA
Affiliates and at least one Person other than such Person and its ERISA
Affiliates or (b) that was so maintained and in respect of which such Person or
any of its ERISA Affiliates could have liability under Section 4064 or 4069 of
ERISA in the event such plan has been or were to be terminated.

         "NOTE" means the joint and several promissory note of the Borrowers
payable to the order of the Agent, for the benefit of the Lenders, in
substantially the form of Exhibit F hereto, evidencing the aggregate
indebtedness of the Borrowers to the Lenders resulting from the total Advances
made or to be made by the Lenders in respect of the Mortgaged Vessels.

         "NOTICE OF BORROWING" has the meaning ascribed thereto in Section
2.02(a) hereof.

         "OBLIGATIONS" means all the payment and performance obligations of the
respective obligor under this Agreement, the Security Documents and the Master
Agreement.

         "OFFICER'S CERTIFICATE" means a certificate of the Secretary or other
authorized officer of the Borrower.

         "PARTY B" means, collectively, the Borrowers and Seabulk International.

         "PAYMENT DATE" means with respect to each Mortgaged Vessel, June 30,
2004 and each date every three (3) months thereafter until the Final Payment
Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
agency or entity performing substantially the same functions.



                                       13
<PAGE>

         "PERSON" means an individual, partnership, corporation (including a
business trust), firm, joint stock company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or
agency or instrumentality thereof.

         "PERMITTED ENCUMBRANCES" means: (a) liens or rights in rem for current
crew's wages, for general average or salvage (including contract salvage) or for
wages of stevedores employed by the charterer, the operator, agent or master of
a Mortgaged Vessel which in each case (i) are unclaimed or (ii) shall not have
been due and payable for ten (10) days after termination of a voyage; (b) liens
or rights in rem for repairs or incident to current operations of a Mortgaged
Vessel (other than those referred to in clause (a) above) or with respect to any
change, alteration or addition made to such Mortgaged Vessel, but only to the
extent in each case that such liens are based on claims not yet delinquent and
do not involve any risk of a sale, forfeiture, hindrance to operation or loss of
such Mortgaged Vessel; (c) liens or rights in rem for sums due to the Manager
under the Management Agreement, but only to the extent in each case that such
liens are based on claims not yet delinquent and do not involve any risk of a
sale, forfeiture, hindrance to operation or loss of such Mortgaged Vessel; (d)
liens for amounts being contested by the applicable Borrower in good faith by
appropriate procedures, diligently prosecuted or appealed which do not involve
any risk of a sale, forfeiture, hindrance to operation or loss of a Mortgaged
Vessel; (e) liens covered by valid policies of insurance held with respect to a
Mortgaged Vessel and meeting the requirements of the related Mortgage; (f) the
lien of the Mortgages and the other Security Documents; and (g) any other liens
expressly permitted by any of the Loan Documents.

         "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

         "RATABLE PORTION" means, as to any Lender, with respect to either the
Tranche A or Tranche B portion of any Borrowing or the Loan, the percentage
obtained by dividing such Lender's Commitment in relation to such Tranche by the
aggregate amount of all the Lenders' Commitments in relation to such Tranche.

         "REPAYMENT SCHEDULE" means the schedule, attached hereto as Schedule 2,
setting out the amount and due date of each installment payable pursuant to
Section 2.04.

         "REPORTABLE EVENT" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV of ERISA other than
those events as to which the 30-day notice period is waived under subsection
..22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

         "RESTRICTED PAYMENT" shall have the meaning assigned such term in
Section 6.01(h).

         "SEABULK GLOBAL CARRIERS" means Seabulk Global Carriers, Inc., a
Liberian corporation.

         "SEABULK INTERNATIONAL" means Seabulk International, Inc., a Delaware
corporation.

         "SEABULK TANKERS" means Seabulk Tankers, Inc., a Delaware corporation.

         "SECURITY DOCUMENTS" means (a) this Agreement (where the context so
admits), (b) each Mortgage, (c) each Assignment of Earnings, (d) each Assignment
of Insurances and (e) any other document that provides for the guarantee of the
obligations of the Borrowers under the Loan



                                       14
<PAGE>

Documents or that creates, or purports to create, a Lien in favor of, or for the
benefit of, the Agent or the Lenders or the Swap Provider for purposes of
securing the Obligations.

         "SINGLE EMPLOYER PLAN" of any Person means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA,
and (a) that is maintained for employees of such Person or any of its ERISA
Affiliates and no Person other than such Person and its ERISA Affiliates or (b)
in respect of which such Person or any of its ERISA Affiliates could have
liability under Section 4069 of ERISA in the event such plan has been or were to
be terminated.

         "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature and (d) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small capital. The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

         "SUBSIDIARY" of any Person means any corporation, partnership, joint
venture, trust or estate of which (or in which) more than 50% of (a) the voting
stock of such corporation, (b) the interest in the capital or profits of such
partnership or joint venture or (c) the beneficial interest in such trust or
estate is at the time directly or indirectly owned or controlled by such Person,
by such Person and one or more of its other Subsidiaries or by one or more of
such Person's other Subsidiaries.

         "TAXES" shall have the meaning set forth in Section 2.08 hereof.

         "TERM LOAN" means each term loan advanced by the Lenders to the
Borrowers pursuant to Section 2.01.

         "TRANCHE A" means the first tranche of each Term Loan in the aggregate
principal amount of US$21,700,000 to be advanced by the Lenders to the Borrowers
in a single Borrowing for the acquisition of each Mortgaged Vessel on the
Delivery Date of such Mortgaged Vessel.

         "TRANCHE B" means the second tranche of each Term Loan in the aggregate
principal amount of US$3,100,000 to be advanced by the Lenders to the Borrowers
in a single Borrowing for the acquisition of each Mortgaged Vessel on the
Delivery Date of such Mortgaged Vessel.

         "TRANCHES" mean together Tranche A and Tranche B of each Term Loan and
in the singular means either of them, as applicable.

         "UNFUNDED CURRENT LIABILITY" of any Plan shall mean the amount, if any,
by which the value of the accumulated plan benefits under the Plan determined on
a plan termination basis in accordance with actuarial assumptions at such time
consistent with those prescribed by the



                                       15
<PAGE>

PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all
plan assets allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions).

         SECTION 1.02. INTERPRETATION. When used in this Agreement, (a) the
words "herein," "hereof," and "hereunder," and words of similar import shall
refer to this Agreement as a whole and not to any provision of this Agreement,
and the words "Article," "Section," "Annex," "Schedule," and "Exhibit" shall
refer to Articles and Sections of, and Annexes, Schedules and Exhibits to, this
Agreement unless otherwise specified and (b) whenever the context so requires,
(i) the neuter gender includes the masculine or feminine, the masculine gender
includes the feminine, and (ii) the singular number includes the plural, and
vice versa.

         SECTION 1.03. COMPUTATION OF TIME PERIODS. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

         SECTION 1.04. ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP, and all financial
data submitted pursuant to this Agreement shall be prepared in accordance with
such principles.

                                   ARTICLE II

                                  THE ADVANCES

         SECTION 2.01. THE ADVANCES. The Lenders severally agree, on the terms
and conditions hereinafter set forth, to make available to the Borrowers, and
the Borrowers agree to borrow from each Lender (i) in respect of Tranche A, in
one Advance in respect of each Mortgaged Vessel on any Banking Day during the
period from the date hereof until the Commitment Termination Date an aggregate
principal amount not to exceed the amount set forth opposite such Lender's name
on Schedule 1 hereof in relation to Tranche A, and (ii) in respect of Tranche B,
in one Advance in respect of each Mortgaged Vessel on any Banking Day during the
period from the date hereof until the Commitment Termination Date an aggregate
principal amount not to exceed the amount set forth opposite such Lender's name
on Schedule 2 hereof in relation to Tranche B (such Lender's "Commitment"). Each
of the respective Lenders' Advances made on the same date shall together
comprise the relevant Borrowing. The Borrowings shall be in an aggregate amount
not to exceed $24,800,000 per Mortgaged Vessel (consisting of $21,700,000 of
Tranche A and $3,100,000 of Tranche B) and Advances shall be made on each
Drawdown Date by the Lenders according to their Ratable Portion in respect of
each Tranche.

         SECTION 2.02. BORROWING PROCEDURES. (a) The Advances for each Borrowing
shall be made on notice given not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the relevant Drawdown Date, by the Borrowers to
the Agent (the "Notice of Borrowing"), which shall give to each Lender prompt
notice thereof by telecopier, telex or cable. Such Notice of Borrowing shall be
by telecopier, telex or cable, and, with respect to a Notice of Borrowing by
telex or cable, confirmed immediately thereafter in writing, in substantially
the form of Exhibit H hereto, specifying therein the requested (i) Drawdown
Date, which shall be a Banking Day, (ii) aggregate principal amount of the
Borrowing and (iii) the duration of the initial Interest Period applicable to
such Advances. The Interest Period for such Borrowing made on



                                       16
<PAGE>

the relevant Drawdown Date shall commence on the relevant Drawdown Date. The
Agent shall promptly notify the Borrowers and each Lender of the applicable
Interest Rate. Each Lender shall, before 3:00 P.M. (New York City time) on the
relevant Drawdown Date, make available for the account of its Lending Office to
the Agent at the Agent's Account, in same day funds, such Lender's Ratable
Portion of each Tranche of the Borrowing. After the Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Agent will make such funds available to the Borrowers.

         (b) The Notice of Borrowing shall be irrevocable and binding on the
Borrowers. The Borrowers shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or
before the Drawdown Date specified in the Notice of Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss,
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Advance to be made
by such Lender as part of the Borrowing when the Borrowing, as a result of such
failure, is not made on such date.

         (c) Unless the Agent shall have received notice from a Lender prior to
the relevant Drawdown Date that such Lender will not make available to the Agent
such Lender's Ratable Portion of each Tranche of the Borrowing, the Agent may
assume, or at its option request confirmation from such Lender, that such Lender
has made its Ratable Portion available to the Agent on such date in accordance
with subsection (a) of this Section 2.02 and the Agent shall, in reliance upon
such assumption or confirmation (as the case may be), make available to the
Borrowers on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such Ratable Portion available to the Agent, such
Lender shall pay to the Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrowers until the date such amount is paid to the Agent, at
the cost (expressed as a rate per annum) to the Agent of funding such Lender's
Ratable Portion. If such Lender shall pay to the Agent such corresponding
amount, such amount so paid shall constitute such Lender's Ratable Portion of
each Tranche of the Borrowing for purposes of this Agreement.

         (d) The Notice of Borrowing shall be deemed to constitute a
representation and warranty that all of the representations and warranties
contained in Section 4.01 hereof are true and correct at the date of such Notice
of Borrowing and that, to the knowledge of the Borrowers, no Default or Event of
Default has occurred and is continuing.

         SECTION 2.03. FAILURE OF LENDER TO MAKE ADVANCE. The failure of any
Lender to make available its Ratable Portion of each Tranche of the Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Advance on the relevant Drawdown Date.

         SECTION 2.04. REPAYMENT. The Borrowers shall repay to the Agent for the
ratable account of the Lenders the outstanding principal amount of Tranche A of
each of the Term Loans in 28 consecutive quarterly installments. The first 27
repayment installments of US$417,308 in respect of Tranche A of each Term Loan
shall be due on each Payment Date, and the final repayment installments of
US$10,432,692 in respect of Tranche A of each Term Loan shall be due on the
Final Payment Date. The Borrowers shall repay to the Agent for the ratable
account of the Lenders the outstanding principal amount of Tranche B of each of
the Term Loans in 12 consecutive quarterly installments. The first 11 repayment
installments of US$258,333 in



                                       17
<PAGE>

respect of Tranche B of each Term Loan shall be due on each Payment Date, and
the final repayment installments of US$258,333 in respect of Tranche B of each
Term Loan shall be due on the Final Payment Date.

         SECTION 2.05. PREPAYMENT. (a) OPTIONAL. The Borrowers may, upon at
least 10 Banking Days' notice to the Agent, stating the proposed date and
aggregate principal amount of the prepayment, prepay the outstanding principal
amount of the Term Loans in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount so prepaid;
PROVIDED, HOWEVER, that (i) each partial prepayment shall be in an aggregate
principal amount of not less than $500,000 (or, if the aggregate outstanding
principal amount of the Loan is less, such aggregate principal amount), and (ii)
in the event that any such prepayment is not made on the last day of an Interest
Period, the Borrowers shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.03(c). Each such prepayment of the Term Loans
shall be applied to the remaining installments under Tranche A and Tranche B of
each Term Loan, pro rata in accordance with the unpaid principal amounts
thereof. Amounts prepaid under this subsection (a) may not be re-borrowed.

         (b) MANDATORY.

                  (i) SALE OR TOTAL LOSS OF MORTGAGED VESSELS. In the event that
         any Borrower sells the Mortgaged Vessel owned by it pursuant to the
         provisions of Section 6.01(d) or such Vessel suffers an Event of Loss,
         the Borrowers shall be required to prepay an aggregate amount equal to
         or greater than, in the case of a sale, the remaining balance of
         principal and accrued interest of the Term Loan relating to such
         Mortgaged Vessel, or equal, in the case of an Event of Loss, to the
         proceeds of the insurance required by the relevant Mortgage on such
         Mortgaged Vessel. Any such prepayment shall be payable (1) in the case
         of a sale of the Mortgaged Vessel, concurrently with closing of such
         sale, and (2) in the case of an Event of Loss, on the earlier of (x)
         the Security Trustee's receipt of insurance proceeds or other
         compensation attributable thereto and (y) the date that is one hundred
         twenty (120) days after such Event of Loss. Simultaneously with the
         acknowledged receipt of the proceeds, the Security Trustee will release
         the Mortgage and other Liens in respect of such Mortgaged Vessel.

                  (ii) APPLICATION OF SALE OR TOTAL LOSS PROCEEDS. Proceeds of
         sale or insurance received by the Agent shall be applied: first, in
         payment of break funding costs pursuant to Section 10.03(c) plus any
         amounts then due and owing under this Agreement; second, to prepayment
         of the Tranche A Advances of the Term Loan relating to such Mortgaged
         Vessel, together with accrued interest to the date of such prepayment
         on the principal amount prepaid; third to prepayment of the Tranche B
         Advances of the Term Loan relating to such Mortgaged Vessel, together
         with accrued interest to the date of such prepayment on the principal
         amount prepaid; and fourth in payment of amounts owing under the Master
         Agreement. Any remaining proceeds thereof shall be released to the
         Borrowers or on their order. Amounts prepaid under this subsection (b)
         may not be re-borrowed.

         (c) UNWINDING OF DESIGNATED TRANSACTIONS. On or prior to any prepayment
of the Advances under this Section 2.05 or any other provision of this
Agreement, the Borrowers shall wholly or partially reverse, offset, unwind or
otherwise terminate one or more of the continuing Designated Transactions so
that the aggregate notional principal amount of the continuing



                                       18
<PAGE>

Designated Transactions thereafter remaining does not and will not in the future
(taking into account the scheduled amortization thereof) exceed the aggregate
amount of the Loan scheduled to be outstanding from time to time.

         (d) ADDITIONAL AMOUNTS PAYABLE ON PREPAYMENT. Any prepayment permitted
or required hereunder shall be accompanied by payment of (1) accrued interest on
the principal amount so prepaid to the date of that prepayment plus (2) if such
prepayment is applied to the payment of an Advance on a day other than a Payment
Date in respect of such Advance, such additional amounts as each Lender and the
Swap Provider shall in its sole reasonable discretion deem necessary to
compensate it for (A) the costs incurred by such Lender and the Swap Provider in
connection with such prepayment and (B) any actual loss or net cost incurred by
such Lender and all amounts due to the Swap Provider due to the occurrence of
such prepayment.

         SECTION 2.06. INTEREST ON THE ADVANCES. (a) INTEREST. Subject to
Section 2.06(b), the Borrowers shall pay interest on the unpaid principal amount
of each Advance owing to each Lender from the relevant Drawdown Date until such
principal amount shall be paid in full, at a rate per annum equal at all times
during each Interest Period for such Advance to the Interest Rate for such
Interest Period, payable in arrears on the last day of such Interest Period.

         (b) DEFAULT INTEREST. If the Borrowers shall default in the due and
punctual payment of any part of the principal of or interest on the Note, or any
other amount due from the Borrowers under this Agreement or any other Loan
Document, the Borrowers shall pay on demand interest thereon, to the extent
permitted by law, on a daily basis for the period from and including the date of
such default up to the date of actual payment (whether before or after judgment)
at a rate per annum equal to the Default Interest Rate.

         SECTION 2.07. PAYMENTS AND COMPUTATIONS. (a) TIME. PLACE AND MANNER.
The obligations of the Borrowers under the Note and all other amounts payable
under this Agreement by the Borrowers to the Lenders and the Agent shall be paid
in lawful money of the United States and in funds which are immediately
available to the Lenders and the Agent by 10:00 A.M. New York time on the date
payment is due (or in the case of amounts expressed to be payable on demand
within three days of such demand being made in writing) to the Agent's Account
or at such other place as the Agent may from time to time designate, without
set-off, counterclaim or defense. Provided that such funds are received by the
Agent at or before the time designated above, the Agent will on the date
received cause to be distributed like funds relating to the payment of principal
or interest or fees ratably (other than amounts payable under Section 2.07(e),
2.10 or 2.11) to the Lenders for the account of their respective Lending
Offices, in each case to be applied in accordance with the terms of this
Agreement. Partial payments of overdue amounts in respect of fees, expense,
interest and/or principal shall (unless specifically provided for elsewhere
herein or in any other Loan Document) be applied to the payment of such overdue
fees, expenses, interest and/or principal, as the case may be, in such order as
the Agent may determine unless otherwise directed by the Lenders.

         (b) COMPUTATION OF INTEREST AND FEES. All computations of interest and
of fees shall be made by the Agent on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or fees are payable.



                                       19
<PAGE>

         (c) NON-BANKING DAY PAYMENTS. If payment to be made by the Borrowers
hereunder or under the Note shall become due on a day other than a Banking Day,
that payment shall be made on the next following Banking Day (unless that next
following Banking Day falls within the next calendar month, in which event that
date shall be the immediately preceding Banking Day) and such extension or
reduction of time shall be included in computing any interest or fees in respect
of such payment.

         (d) DISTRIBUTION OF PAYMENTS TO THE LENDERS. Unless the Agent shall
have received notice from the Borrowers prior to the date on which any payment
is due to the Lenders hereunder or under the Note that the Borrowers will not
make such payment in full, the Agent may assume that the Borrowers have made
such payment in full on such date and, in reliance upon such assumption, the
Agent may cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent the Borrowers
shall not have so made such payment in full to the Agent, each Lender shall
repay to the Agent forthwith on demand such amount distributed to such Lender
together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Agent, at the federal funds rate as determined by the Agent.

         (e) FUNDING LOSSES. The Borrowers agree to indemnify each Lender
against any loss or net cost (as determined by such Lender) resulting from (i)
any relending, depositing or sale by such Lender of funds which may have been
acquired by it to fund its participation in an Advance and which the Borrowers
shall fail to borrow under Section 2.01 after giving the Notice of Borrowing as
provided in Section 2.02, or (ii) any borrowing or other acquisition by such
Lender of funds which may be required by it to cover its position by reason of
failure of the Borrowers to pay when due any principal of or interest on the
Note or any other amount payable by the Borrowers hereunder or under any of the
other Loan Documents.

         SECTION 2.08. TAXES. Any and all payments by the Borrowers hereunder or
under the Note or under any of the other Loan Documents shall be made, in
accordance with Section 2.07, without deduction by reason of any present or
future income, stamp, sales, use, value added, goods and services or other taxes
or levies, imposts, deductions, charges, compulsory loans, fees, duties or
withholdings whatsoever imposed, assessed, levied or collected by or within any
state or nation or any political subdivision or taxing authority thereof or
therein on or in respect of (i) this Agreement, the Note, any of the other Loan
Documents, or any of the Collateral (including, without limitation, the
Mortgaged Vessels), (ii) the acquisition, ownership or transfer of any thereof,
(iii) the registration, notarization or other formalization of any thereof and
(iv) any payments of principal, interest, charges, fees or other amounts made
on, under or in respect of the Note, this Agreement, any Loan Document or any
such Collateral, excluding (x) with respect to a Lender, taxes on or measured by
the overall net income of such Lender imposed by any state or nation or any
political subdivision or taxing authority thereof or therein as a result of such
Lender doing business in such jurisdiction (other than any such state, nation,
political subdivision or taxing authority imposing such taxes solely as a result
of the transactions contemplated by this Agreement, any Loan Document or as a
result of the location or operation of the Mortgaged Vessels or any other
Collateral in such jurisdiction if such Lender would not be subject to taxation
in such jurisdiction but for the transactions contemplated by this Agreement or
any other Loan Document) or (y) such taxes as are levied on a Lender as a result
of business transactions of such Lender unrelated to this Agreement, any Loan
Document or the Mortgaged Vessels, together with interest and penalties with
respect thereto, if any, (such taxes, levies,



                                       20
<PAGE>

imposts, deductions, charges, compulsory loans, fees, duties and withholdings,
together with interest and penalties, if any, being herein collectively defined
as "Taxes"). If a Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note or the Collateral, (i)
the sum payable shall be increased as may be necessary so that after making all
required deductions of Taxes (including deductions of Taxes applicable to
additional sums payable under this Section 2.08) each Lender receives an amount
equal to the sum it would have received had no such deduction of Taxes been
made, (ii) such Borrower shall make such deductions and (iii) such Borrower
shall pay the full amount required to be deducted to the relevant tax authority
or other authority in accordance with and in the time allowed by applicable law.
Within 30 days after the date of payment of Taxes, such Borrower shall furnish
to the Agent an original receipt showing payment of such Taxes or such other
appropriate evidence of payment thereof as is acceptable to Agent. All Taxes
shall be paid by a Borrower, for its own account, to the appropriate authority
before the date on which penalties attach thereto unless contested in good faith
by appropriate proceedings. The Borrowers will jointly and severally indemnify
each Lender against, and reimburse each Lender on written demand for, any Taxes.
The agreements in this Section 2.08 shall survive the termination of this
Agreement and the payment of the Note and all other amounts payable hereunder.

         SECTION 2.09. INCREASED COST AND REDUCED RETURN. The Borrowers agree to
jointly and severally indemnify and hold each Lender harmless against the net
cost to such Lender (as determined by such Lender in its sole discretion absent
manifest error) of (a) any material and adverse change in the basis of taxation
by any government of payments of principal of or interest on its Advances and
(b) any reserve requirements, taxes or other charges or any other requirements
imposed or implemented by any government or governmental regulatory agency after
the date of this Agreement on its participation in the Loan or any Advance
thereof or any deposits or other funds acquired by such Lender to make its
participation in the Loan of any Advance thereof, which requirements, taxes or
charges have the effect of increasing the cost to such Lender of making or
maintaining its participation in the Loan or any Advance thereof; PROVIDED,
HOWEVER, that, if by the provisions of any applicable law, the payment or
reimbursement of any such net cost cannot be legally made, then the Borrowers
shall be entitled at any time thereafter, on giving not less than fifteen (15)
days prior notice in writing to the Agent, to prepay the whole (but not a part)
of the aggregate outstanding principal amount of such Lender's participation in
the Loan, without penalty or premium, such prepayment to be accompanied by
payment of accrued interest to the date of such prepayment and of all other
amounts owing to such Lender pursuant to this Agreement, any of the other Loan
Documents or any of the Collateral as well as such amounts as such Lender shall
in its sole discretion absent manifest error deem necessary to compensate it for
any loss or net cost incurred by it due to the occurrence of any such
prepayment, whereupon such Lender's obligations to continue to make its
participation in the Advances available shall forthwith terminate.

         SECTION 2.10. ILLEGALITY. In the event that by reason of any change in
applicable laws or regulations or regulatory requirements, or in the
interpretation thereof, by any governmental or regulatory authority charged with
the administration thereof, it becomes unlawful for a Lender to maintain or give
effect to its obligations as contemplated by this Agreement, such Lender will
notify the Borrowers and the Agent to that effect and thereupon such Lender and
the Borrowers shall negotiate in good faith to agree on terms for such Lender to
continue its participation in the Loan on a basis which is not unlawful. In the
event no agreement shall be reached between the Borrowers and such Lender within
a period which in the absolute discretion of such Lender is



                                       21
<PAGE>

reasonable, such Lender (i) will use its reasonable efforts to find a substitute
Lender and (ii) shall be entitled to give notice to the Borrowers and the Agent
that such Lender's obligation to make and/or maintain its participation in the
Advances shall be forthwith terminated and thereupon the amount of its
participation in the Loan, or any relevant part thereof outstanding, shall
become due and payable in full on the first Payment Date to occur following the
receipt by the Borrowers of such notice, together with accrued interest thereon
and other sums payable hereunder, and such amounts as such Lender shall specify
to be necessary to compensate it for any loss and expenses incurred by it on
such Payment Date as a result of such prepayment, unless earlier prepayment is
required by any law, regulation and/or regulatory requirement.

         SECTION 2.11. DESIGNATED TRANSACTIONS. The Swap Provider undertakes to
enter into Designated Transactions in the aggregate notional principal amount up
to or equal to the aggregate principal amount of Tranche A and Tranche B of each
Term Loan on such terms as the Swap Provider and Party B shall agree.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

         SECTION 3.01. CONDITIONS PRECEDENT TO THE FIRST BORROWING. The
obligation of each Lender to make its Advance on the first Drawdown Date is
subject to the following conditions precedent having been satisfied (or waived
in writing by the Lenders) on or prior to the first Drawdown Date:

         (a) the Lenders shall have been given such access to the management,
records, books of account, contracts and properties of the Credit Parties as
they shall have reasonably requested;

         (b) the Borrowers shall have paid, or caused to be paid, all accrued
fees then due and payable pursuant hereto;

         (c) the Borrowers shall have opened each of the Earnings Accounts; and

         (d) the Agent shall have received on or before the first Drawdown Date
(except as provided in Section 3.01(d)(xvii)) each of the following, each (where
applicable) dated as of the first Drawdown Date (unless otherwise specified), in
form and substance satisfactory to the Agent (unless otherwise specified) and
(except for the Note) in sufficient copies for each Lender:

                  (i)      the Note to the order of the Agent, duly executed by
                           the Borrowers;

                  (ii)     copies of the resolutions of the board of directors
                           of each of the Credit Parties, certified (as of a
                           date reasonably near the first Drawdown Date) by the
                           Secretary or Assistant Secretary of such Credit Party
                           as being a true and correct copy thereof, approving
                           this Agreement and each other Loan Document to which
                           such Credit Party is or is to be a party, and of all
                           documents evidencing shareholder approval and any
                           other necessary corporate action and governmental
                           approvals for such Credit Party with respect to this
                           Agreement, the Note and each other Loan Document to
                           which such Credit Party is or is to be a party;



                                       22
<PAGE>

                  (iii)    a certificate of the Secretary or an Assistant
                           Secretary of each of the Credit Parties certifying
                           the names and true signatures of the respective
                           officers of such Credit Party authorized to sign this
                           Agreement and each other Loan Document to which such
                           Credit Party is or is to be a party and the other
                           documents to be delivered hereunder and thereunder;

                  (iv)     copies of the articles of incorporation, bylaws and
                           other constitutive documents of each of the Credit
                           Parties and each amendment thereto, certified (as of
                           a date reasonably near the first Drawdown Date) by
                           the Secretary or Assistant Secretary of such Credit
                           Party as being a true and correct copy thereof;

                  (v)      copies of certificates dated as of a date reasonably
                           near the first Drawdown Date, certifying that each of
                           the Credit Parties is duly incorporated and in
                           goodstanding under the laws of such Credit Party's
                           jurisdiction of incorporation;

                  (vi)     a certificate of each of the Credit Parties, signed
                           on behalf of each Credit Party by its Secretary or
                           any Assistant Secretary, dated as of the first
                           Drawdown Date (the statements made in such
                           certificate shall be true on and as of the first
                           Drawdown Date), certifying as to (A) the absence of
                           any amendments to the constitutive documents of such
                           Credit Party since the date of the certificate
                           referred to in subclause (iv) above, (B) the absence
                           of any proceeding for the dissolution or liquidation
                           of such Credit Party, (C) the veracity in all
                           material respects of the representations and
                           warranties contained in this Agreement as though made
                           on and as of the first Drawdown Date and (D) the
                           absence of any event occurring and continuing, or
                           resulting from the making of the Loan that
                           constitutes a Default;

                  (vii)    a certificate of each of the Credit Parties, signed
                           on behalf of each Credit Party by its Secretary or
                           any Assistant Secretary, to the effect that no
                           information provided by such Credit Party to the
                           Agent or any Lender contained or contains any
                           material misstatement of fact or omitted or omits to
                           state any material fact necessary to make the
                           statements therein, in the light of the circumstances
                           under which they were made, not misleading;

                  (viii)   evidence that the relevant Mortgaged Vessel has been
                           sold by its seller to and purchased and accepted by
                           the relevant Borrower, and duly documented in the
                           name of such Borrower under the laws and flag of the
                           Republic of Liberia;

                  (ix)     each of the following Security Documents, which shall
                           be in full force and effect, with no default
                           thereunder and with no accrued right of termination
                           under any thereof:

                           (A)      the Mortgage pertaining to the relevant
                                    Mortgaged Vessel, duly executed by the
                                    relevant Borrower and duly recorded in




                                       23
<PAGE>

                                    accordance with the laws of the Republic of
                                    Liberia (and all fees and expenses in
                                    connection with the recordation of the
                                    Mortgage shall have been duly paid);

                           (B)      the Assignment of Earnings pertaining to the
                                    relevant Mortgaged Vessel, duly executed by
                                    the relevant Borrower; and

                           (C)      the Assignment of Insurances pertaining to
                                    the relevant Mortgaged Vessel, duly executed
                                    by the relevant Borrower, together with a
                                    duly signed Notice of Assignment in the form
                                    attached thereto;

                  (x)      either (A) duly executed UCC-l financing statements
                           and such other documents as the Agent may request,
                           the filing or recordation of which the Lenders, the
                           Agent or its counsel may deem necessary or desirable
                           to create or perfect the Liens created by the
                           Security Documents in the Collateral under applicable
                           law, or (B) evidence of the filing or recordation of
                           the same in such offices as the Agent shall have
                           specified;

                  (xi)     evidence of the completion of all other recordings
                           and filings of or with respect to the Security
                           Documents that the Lenders or the Agent may deem
                           necessary or desirable in order to perfect and
                           protect the Liens created thereby;

                  (xii)    evidence that each and every approval, waiver or
                           consent of any governmental authority or regulatory
                           body which in the discretion of the Agent may be
                           necessary or appropriate in connection with the
                           execution, delivery and performance of the Loan
                           Documents being executed in connection with the first
                           Borrowing and the transactions contemplated thereby
                           has been obtained, is in full force and effect and is
                           valid and sufficient for its purposes;

                  (xiii)   a certificate in respect of the relevant Mortgaged
                           Vessel dated within ten (10) days of the date of the
                           making of the Advances duly issued by the
                           Classification Society to the effect that the
                           Mortgaged Vessel is in class and is free of all
                           recommendations and notations affecting class;

                  (xiv)    a Certificate of Ownership and Encumbrance with
                           respect to the relevant Mortgaged Vessel issued by
                           the Office of the Deputy Commissioner of Maritime
                           Affairs of the Republic of Liberia in New York, New
                           York (the "Deputy Commissioner's Office"), confirming
                           that (1) such Mortgaged Vessel is duly registered
                           under the laws and flag of the Republic of Liberia in
                           the name of the relevant Borrower and (2) there are
                           on record no mortgages, liens or other encumbrances
                           on such Mortgaged Vessel other than the Mortgage;

                  (xv)     evidence of insurance effected with respect to the
                           relevant Mortgaged Vessel naming the Security Trustee
                           as insured and loss payee with such responsible and
                           reputable insurance companies or associations, and in




                                       24
<PAGE>

                           such amounts and covering such risks (including,
                           without limitation, Marine and War, Hull and
                           Machinery, Protection and Indemnity, Mortgagee's
                           Interest Insurance, including Additional
                           Perils-Pollution) as is required pursuant to the
                           terms of the applicable Mortgage, and a BankAssure
                           report in form and substance satisfactory to the
                           Agent regarding the adequacy of such insurance
                           coverage;

                  (xvi)    a valuation of the Fair Market Value of the relevant
                           Mortgaged Vessel, dated not more than 10 days prior
                           to the first Drawdown Date and showing such Fair
                           Market Value to be not less than 115% of the amount
                           of the Loan that will be outstanding on the first
                           Drawdown Date;

                  (xvii)   copies of all ISM Code Documentation required to be
                           maintained in respect of the relevant Mortgaged
                           Vessel (which documents may be provided within 3
                           Banking Days after the first Drawdown Date if such
                           documents are not available on or prior to the first
                           Drawdown Date);

                  (xviii)  a favorable opinion of Watson, Farley & Williams,
                           special Liberian and New York counsel for the
                           Lenders, in form, scope and substance satisfactory to
                           the Lenders; and

                  (xix)    a favorable opinion of counsel for the Credit Parties
                           as to matters of New York law, Delaware Law and
                           United States federal law, in form, scope and
                           substance satisfactory to the Lenders.

         SECTION 3.02. CONDITIONS PRECEDENT TO THE SECOND BORROWING. The
obligation of each Lender to make its Advance on the second Drawdown Date is
subject to the following conditions precedent having been satisfied (or waived
in writing by the Lenders) on or prior to the second Drawdown Date:

         (a) the Borrowers shall have paid, or caused to be paid, all fees due
and payable on or before the second Drawdown Date; and

         (b) the Agent shall have received on or before the second Drawdown Date
(except as provided in Section 3.01(b)(xi)) each of the following, each dated as
of the second Drawdown Date (unless otherwise specified) in form and substance
satisfactory to the Agent (unless otherwise specified) and in sufficient copies
for each Lender:

                  (i)      a certificate of each of the Credit Parties, signed
                           on behalf of each Credit Party by its Secretary or
                           any Assistant Secretary, dated as of the second
                           Drawdown Date (the statements made in such
                           certificate shall be true on and as of the second
                           Drawdown Date), certifying as to (A) the absence of
                           any amendments to the constitutive documents of such
                           Credit Party since the date of the certificate
                           referred to in Section 3.01(d)(vi) above, (B) the
                           absence of any proceeding for the dissolution or
                           liquidation of such Credit Party, (C) the veracity in
                           all material respects of the representations and
                           warranties contained in this Agreement as though made
                           on and as of the second Drawdown Date and (D) the
                           absence of any event occurring and



                                       25
<PAGE>

                           continuing, or resulting from the making of the Loan
                           that constitutes a Default;

                  (ii)     evidence that the relevant Mortgaged Vessel has been
                           sold to and accepted by the relevant Borrower, and
                           duly documented in the name of such Borrower under
                           the laws and flag of the Republic of Liberia;

                  (iii)    each of the following Security Documents, which shall
                           be in full force and effect, with no default
                           thereunder and with no accrued right of termination
                           under any thereof:

                           (A)      the Mortgage pertaining to the relevant
                                    Mortgaged Vessel, duly executed by the
                                    relevant Borrower and duly recorded in
                                    accordance with the laws of the Republic of
                                    Liberia (and all fees and expenses in
                                    connection with the recordation of the
                                    Mortgage shall have been duly paid);

                           (B)      the Assignment of Earnings pertaining to the
                                    relevant Mortgaged Vessel, duly executed by
                                    the relevant Borrower; and

                           (C)      the Assignment of Insurances pertaining to
                                    the relevant Mortgaged Vessel, duly executed
                                    by the relevant Borrower, together with a
                                    duly signed Notice of Assignment in the form
                                    attached thereto;

                  (iv)     either (A) duly executed UCC-l financing statements
                           and such other documents as the Agent may request,
                           the filing or recordation of which the Lenders, the
                           Agent or its counsel may deem necessary or desirable
                           to create or perfect the Liens created by the
                           Security Documents in the Collateral under applicable
                           law, or (B) evidence of the filing or recordation of
                           the same in such offices as the Agent shall have
                           specified;

                  (v)      evidence of the completion of all other recordings
                           and filings of or with respect to the Security
                           Documents that the Lenders or the Agent may deem
                           necessary or desirable in order to perfect and
                           protect the Liens created thereby;

                  (vi)     evidence that each and every approval, waiver or
                           consent of any governmental authority or regulatory
                           body which in the discretion of the Agent may be
                           necessary or appropriate in connection with the
                           execution, delivery and performance of the Loan
                           Documents being executed in connection with the
                           second Borrowing and the transactions contemplated
                           thereby has been obtained, is in full force and
                           effect and is valid and sufficient for its purposes;

                  (vii)    a certificate in respect of the relevant Mortgaged
                           Vessel dated within ten (10) days of the date of the
                           making of the Advances duly issued by the
                           Classification Society to the effect that the
                           Mortgaged Vessel is in class and is free of all
                           recommendations and notations affecting class;




                                       26
<PAGE>

                  (viii)   a Certificate of Ownership and Encumbrance with
                           respect to the relevant Mortgaged Vessel issued by
                           the Deputy Commissioner's Office, confirming that (1)
                           such Mortgaged Vessel is duly registered under the
                           laws and flag of the Republic of Liberia in the name
                           of the relevant Borrower and (2) there are on record
                           no mortgages, liens or other encumbrances on such
                           Mortgaged Vessel other than the Mortgage;

                  (ix)     evidence of insurance effected with respect to the
                           relevant Mortgaged Vessel naming the Security Trustee
                           as insured and loss payee with such responsible and
                           reputable insurance companies or associations, and in
                           such amounts and covering such risks (including,
                           without limitation, Marine and War, Hull and
                           Machinery, Protection and Indemnity, Mortgagee's
                           Interest Insurance, including Additional
                           Perils-Pollution) as is required pursuant to the
                           terms of the applicable Mortgage, and a BankAssure
                           report in form and substance satisfactory to the
                           Agent regarding the adequacy of such insurance
                           coverage;

                  (x)      a valuation of the Fair Market Value of the relevant
                           Mortgaged Vessel, dated not more than 10 days prior
                           to the second Drawdown Date and showing the aggregate
                           Fair Market Value of the Mortgaged Vessels to be not
                           less than 115% of the amount of the Loan that will be
                           outstanding on the second Drawdown Date;

                  (xi)     copies of all ISM Code Documentation required to be
                           maintained in respect of the relevant Mortgaged
                           Vessel (which documents may be provided within 3
                           Banking Days after the second Drawdown Date if such
                           documents are not available on or prior to the second
                           Drawdown Date);

                  (xii)    a favorable opinion of Watson, Farley & Williams,
                           special New York counsel for the Lenders, in form,
                           scope and substance satisfactory to the Lenders; and

                  (xiii)   a favorable opinion of counsel for the Credit Parties
                           as to matters of New York law, Delaware law and
                           United States federal law, in form, scope and
                           substance satisfactory to the Lenders.

         SECTION 3.03. CONDITIONS PRECEDENT TO EACH BORROWING. The obligation of
the Lenders to make available their Ratable Portion of each Tranche of each
Borrowing is further subject to the satisfaction of the following conditions:

         (a) receipt by the Agent of a Notice of Borrowing as required by
Section 2.02 and such other documents, opinions and instruments relating to the
transactions contemplated hereby as any Lender or the Agent may reasonably
request;

         (b) immediately after the making of such Borrowing, the aggregate
outstanding principal amount of the Advances will not exceed the Commitments;



                                       27
<PAGE>

         (c) immediately before and after giving effect to the making of such
Borrowing, no Default shall have occurred and be continuing;

         (d) the representations and warranties of the Credit Parties contained
in this Agreement shall be true on and as of the date of the making of such
Borrowing, unless such representation or warranty shall expressly relate to a
different date;

         (e) except as permitted in this Agreement, there has not been any
material change of circumstances in respect of any of the Credit Parties or its
shareholders;

         (f) any inspection reports of the Vessels requested by the Agent as
permitted hereunder shall be satisfactory to the Agent and the Agent shall be
satisfied that upon a review of the class records by the Agent or a surveyor
appointed by the Agent that the Mortgaged Vessels are being properly maintained
within the requirements of the relevant Classification Society;

         (g) each of the Credit Parties shall have complied with all laws,
rules, regulations, contracts or other requirements which may be applicable to
it, the absence of which would have a Material Adverse Effect on (1) any of the
Borrowers or the Guarantors, (2) the Loan Documents or (3) the Collateral; and

         (h) the Borrowers shall have paid, or caused to be paid, all costs
(including legal fees), incurred by the Lenders, the Agent, the Security Trustee
and the Swap Provider in connection with the preparation, execution and
performance of this Agreement and the other Loan Documents.

         Unless waived by the Agent or the Lenders, the making of such Borrowing
hereunder shall be deemed to be a representation and warranty by the Credit
Parties to the Lenders on the date of such borrowing as to the facts specified
in clauses (b), (c) and (d) of this Section 3.03.

         SECTION 3.04. DETERMINATIONS UNDER SECTION 3.01, 3.02 AND 3.03. For
purposes of determining compliance with the conditions specified in Section
3.01, 3.02 and 3.03, each Lender shall be deemed to have consented to, approved
or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lenders unless an officer of the Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior
to the relevant Drawdown Date specifying its objection thereto and such Lender
shall not have made available to the Agent such Lender's Ratable Portion in
respect of each Tranche.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01. REPRESENTATIONS AND WARRANTIES. Except as otherwise
indicated, each of the Credit Parties represents and warrants as of the date
hereof and as of each the Drawdown Date as follows:

         (a) CORPORATE EXISTENCE AND POWER. Each of the Credit Parties (i) is a
company duly organized, validly existing and in good standing under the laws of
such Credit Party's jurisdiction



                                       28
<PAGE>

of incorporation, (ii) is duly qualified and in good standing as a foreign
company or corporation in each other jurisdiction in which it owns or leases
property or in which the conduct of its business requires it to so qualify or be
licensed, except where the failure to so qualify or be licensed would not result
in a Material Adverse Effect and (iii) has all requisite corporate power and
authority to own or lease and operate its properties and to carry on its
business as now conducted and as proposed to be conducted.

         (b) AUTHORIZATION; NO VIOLATION. The execution, delivery and
performance by each Credit Party of each of the Loan Documents to which it is or
is to be a party, and the consummation of other transactions contemplated
thereby, are within such Credit Party's corporate or company powers, have been
duly authorized by all necessary corporate action, and do not (i) contravene
such Credit Party's articles of incorporation or bylaws, (ii) violate, to the
best knowledge of the such Credit Party, any law, rule, regulation (including,
without limitation, Regulation X of the Board of Governors of the Federal
Reserve System), order, writ, judgment, injunction, decree, determination or
award, (iii) conflict with or result in the breach of, or constitute a default
under, any loan agreement, contract, indenture, mortgage, deed of trust, lease
or other instrument binding on or affecting such Credit Party or any of its
properties other than the loan agreements and other documents entered into
pursuant to Borrowings under this Agreement, or (iv) except for the Liens
created by the Security Documents, result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of such
Credit Party. To the best knowledge of the Credit Parties, none of the Credit
Parties is not in violation, of any such law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award or in breach of any such
contract, loan agreement, indenture, mortgage, deed of trust, lease or other
instrument.

         (c) GOVERNMENTAL CONSENTS. No authorization, approval, consent or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or any other consent or approval of any other Person is required
for (i) the due execution, delivery and performance by any of the Credit Parties
of this Agreement or any other Loan Document to which it is or is to be a party
or for the consummation of the transactions contemplated thereby, (ii) the grant
by any of the Credit Parties of the Liens granted by them pursuant to the
Security Documents, (iii) except as contemplated in Section 4.01(s), the
perfection or maintenance of the Liens created by the Security Documents
(including the first priority nature thereof), or (iv) the exercise by the
Security Trustee or any Lender of their rights under the Loan Documents or the
remedies in respect of the Collateral pursuant to the Security Documents, except
for the authorizations, approvals, consents, actions, notices and filings which
have been duly obtained, taken, given or made and are in full force and effect.

         (d) BINDING EFFECT. This Agreement has been, and the Note and each
other Loan Document when delivered hereunder will have been, duly executed and
delivered by each of the Credit Parties as applicable thereto. This Agreement
is, and the Note and each other Loan Document when delivered hereunder will be,
the legal, valid and binding obligations of the Credit Parties thereto,
enforceable against such Credit Parties in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforceability of creditor's rights generally and to general
principles of equity. The Borrowers are entering into this Agreement and
borrowing hereunder for their own account.

         (e) FINANCIAL INFORMATION. The balance sheets, as at the date of this
Agreement, of each of the Credit Parties are complete and correct, and fairly
present the financial condition of each



                                       29
<PAGE>

such Credit Party. The Credit Parties have no contingent obligation, liability
for taxes or unusual forward or long-term commitment except as specifically set
forth in the balance sheets. Since the date of this Agreement no dividend or
other distribution has been declared or paid or made to any shareholder of any
of the Credit Parties except as permitted in Section 6.01(h) or (i).

         (f) NO LITIGATION. Except as disclosed in Schedule 4.01(f), there is no
pending or, to the best knowledge of the Borrowers threatened, action,
proceeding, governmental investigation or arbitration affecting any of the
Borrowers before any court, governmental agency or arbitrator, in which there is
a reasonable possibility of an adverse decision which could result in a Material
Adverse Effect or which in any manner draws into question the legality,
validity, binding effect or enforceability of the Loan Documents or the
consummation of the transactions contemplated hereby or thereby.

         (g) COMPLIANCE WITH ERISA. (i) Schedule 4.01(g) sets forth each Plan
maintained by the Credit Parties; each Plan, other than any Multiple Employer
Plan, (and each related trust, insurance contract or fund) is in substantial
compliance with its terms and with all applicable laws, including without
limitation ERISA and the Code; each Plan, other than any Multiple Employer Plan,
(and each related trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a determination letter from the Internal Revenue
Service to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code; no Reportable Event has occurred; to the best knowledge of
the Credit Parties or ERISA Affiliates no Plan which is a Multiple Employer Plan
is insolvent or in reorganization; no Plan has an Unfunded Current Liability in
an amount material to a Credit Party's operation; no Plan (other than a Multiple
Employer Plan) which is subject to Section 412 of the Code or Section 302 of
ERISA has an accumulated funding deficiency, within the meaning of such sections
of the Code or ERISA, or has applied for or received a waiver of an accumulated
funding deficiency or an extension of any amortization period, within the
meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all
contributions required to be made with respect to a Plan have been or will be
timely made (except as disclosed on Schedule 4.01(g)); neither the Credit
Parties nor any of their Subsidiaries nor ERISA Affiliate has incurred any
material liability (including any indirect, contingent or secondary liability)
to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or
4975 of the Code or expects to incur any such liability under any of the
foregoing sections with respect to any Plan; no condition exists which presents
a material risk to the Credit Parties, any of their Subsidiaries or any ERISA
Affiliate of incurring a liability to or on account of a Plan pursuant to the
foregoing provisions of ERISA and the Code; no proceedings have been instituted
by the PBGC to terminate or appoint a trustee to administer any Plan (in the
case of a Multiple Employer Plan, to the best knowledge of the Credit Parties or
ERISA Affiliates) which is subject to Title IV of ERISA; no action, suit,
proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims for
benefits) is pending, or, to the best knowledge of the Credit Parties, expected
or threatened which could reasonably be expected to have a Material Adverse
Effect; using actuarial assumptions and computation methods consistent with Part
1 of subtitle E of Title IV of ERISA, the Credit Parties, any of their
Subsidiaries and ERISA Affiliates would have no liabilities to any Plans which
are Multiple Employer Plans in the event of a complete withdrawal therefrom in
an amount which could reasonably be expected to have a Material Adverse Effect;
each group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) which covers or has covered employees or former
employees



                                       30
<PAGE>

of the Credit Parties, their Subsidiaries or any ERISA Affiliate has at all
times been operated in material compliance with the provisions of Part 6 of
subtitle B of Title I of ERISA and Section 4980B of the Code; no lien imposed
under the Code or ERISA on the assets of the Credit Parties or any of their
Subsidiaries or any ERISA Affiliate exists nor has any event occurred which
could reasonably be expected to give rise to any such lien on account of any
Plan; and the Credit Parties and their Subsidiaries do not maintain or
contribute to any employee welfare plan (as defined in Section 3(1) of ERISA)
which provides benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or any Plan the obligations with
respect to which could reasonably be expected to have a Material Adverse Effect.

         (ii) Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. All
contributions required to be made with respect to a Foreign Pension Plan have
been or will be timely made. None of the Credit Parties nor any of their
Subsidiaries has incurred any obligation in connection with the termination of
or withdrawal from any Foreign Pension Plan that could reasonably be expected to
have a Material Adverse Effect. None of the Credit Parties nor any of its
Subsidiaries maintains or contributes to any Foreign Pension Plan the
obligations with respect to which could in the aggregate reasonably be expected
to have a Material Adverse Effect.

         (h) COMPLIANCE WITH ENVIRONMENTAL LAWS. Except as disclosed in Schedule
4.01(h), the operations and properties of each of the Credit Parties comply with
all Environmental Laws, all necessary Environmental Permits have been obtained
and are in effect for the operations and properties of the Credit Parties and
the Credit Parties are in compliance with all such Environmental Permits. Except
as disclosed in Schedule 4.01(h), no circumstances exist that are reasonably
likely to (i) form the basis of an Environmental Action against any of the
Credit Parties or any of their respective properties or (ii) cause any such
property to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law that would, in the case of either
(i) or (ii) above, be reasonably likely to result in a Material Adverse Effect,
and no Environmental Incident has occurred that would be reasonably likely to
result in a Material Adverse Effect.

         (i) COMPLIANCE WITH STATUTES, ETC. Each of the Credit Parties is in
compliance in all material respects with all other applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliance as could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Without limiting the generality of the foregoing, and except as
set forth on Schedule 4.01(i)(1), each Mortgaged Vessel is, or will be upon
acquisition, operated in material compliance with all applicable maritime laws,
rules and regulations. Schedule 4.01(i)(2) correctly lists all ISM Code
Documentation required to be maintained in respect of each of the Mortgaged
Vessels.

         (j) MARGIN STOCK. The Credit Parties do not own and do not have any
intention of acquiring any "margin stock" as defined in Regulations G, T, U or X
of the Board of Governors of the Federal Reserve System. None of the Credit
Parties is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock and no proceeds of the Loan will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of



                                       31
<PAGE>

purchasing or carrying any margin stock. The Credit Parties, nor any agent
acting on their behalf, have not taken or will not take any action which might
cause the transactions contemplated herein or in any other Loan Document to
violate Regulation G, T, U or X or any other regulation of the Board of
Governors of the Federal Reserve System, as now in effect or as the same may
hereafter be in effect.

         (k) SUBSIDIARIES AND MATERIAL ASSETS. None of the Borrowers has any
direct or indirect Subsidiaries. Schedule 4.01(k)(1) correctly lists all direct
and indirect Subsidiaries of Seabulk International and the percentage of capital
stock of each such Subsidiary owned, directly or indirectly, by Seabulk
International. Schedule 4.01(k)(2) lists all of the material assets owned or
leased by each Credit Party.

         (l) NOT "INVESTMENT COMPANY", "HOLDING COMPANY" OR "PUBLIC UTILITY".
None of the Credit Parties is (i) subject to the Investment Company Act of 1940,
as amended, or (ii) a "holding company" or a "subsidiary company" of a "holding
company" or an affiliate of a "holding company" or of a "subsidiary company" of
a "holding company" or a "public utility" within the meaning of the Public
Utility Holding Company of 1935, as amended, or (iii) a "public utility" within
the meaning of the Federal Power Act of 1920, as amended. Neither the making of
any Advances nor the application of the proceeds or repayment thereof by the
Borrowers, nor the consummation of the other transactions contemplated hereby,
will constitute a violation by the Borrowers of any provision of such acts or
any rule, regulation or order of the U.S. Securities and Exchange Commission
thereunder.

         (m) OTHER OBLIGATIONS. None of the Borrowers is a party to any other
loan or security agreement except as disclosed previously to the Lenders, and
has not filed or permitted to be filed any financing statement, mortgage, pledge
or charge with respect to any assets owned by it and, as of the date hereof,
there is no security interest, lien, charge or encumbrance of any kind on any of
its properties or assets except in favor of the Security Trustee. Schedule
4.01(m) correctly lists the principal amount and maturity date of all material
financings and lease agreements of each of the Credit Parties as well as the
name of the lender(s) or lessor, the borrower(s) or lessee and all guarantors.

         (n) TAXES. Each of the Credit Parties has filed, has caused to be filed
or has been included in all tax returns (federal, state, local and foreign)
required to be filed by it, and has paid all taxes shown thereon to be due,
together with applicable interest and penalties.

         (o) PLACE OF BUSINESS. The location of each of the Borrowers for
purposes of Article 9 of the Uniform Commercial Code is Florida.

         (p) USE OF PROCEEDS. The Borrowers are using the proceeds of the
Advances solely for the purpose of financing up to 80% of the aggregate purchase
price of the Mortgaged Vessels.

         (q) ASSET CONTROL. Neither of the Borrowers is a "national" of any
"designated foreign country", within the meaning of the Foreign Asset Control
Regulations or the Cuban Asset Control Regulations of the U.S. Treasury
Department, 31 C.F.R., Subtitle B, Chapter V, as amended, or any regulations or
rulings issued thereunder. Neither the making of the Advances nor the use of the
proceeds thereof nor the performance by the Borrowers of this Agreement



                                       32
<PAGE>

violates any statute, regulation or executive order restricting loans to,
investments in, or the export of assets to, foreign countries or entities doing
business there.

         (r) SOLVENCY. Each of the Credit Parties is Solvent.

         (s) LIENS. The provisions of each of the Security Documents create in
favor of the Security Trustee a valid, binding and enforceable security interest
and Lien in all right, title and interest in the Collateral therein described,
and shall, upon execution by the parties thereto, constitute a fully perfected
first priority security interest in favor of the Security Trustee in all right,
title and interest in such Collateral, subject to the following (which the
Borrowers will do or cause to be done on or as of the relevant Drawdown Date):
(1) the recordation of each of the Mortgages in accordance with the laws of the
Republic of Liberia, (2) the filing proper financing statements in such
jurisdiction as shall be necessary or advisable in respect of each Assignment of
Earnings, and (3) to notice being given to underwriters and protection and
indemnity clubs, and their consent being obtained where policy provisions or
club rules so require in respect of each Assignment of Insurances. Upon
execution and delivery by the relevant Borrower and recording in accordance with
the laws of the Republic of Liberia, each Mortgage will be a "preferred
mortgage" within the meaning of the United States Ship Mortgage Act, 1920, as
amended, recodified at 46 U.S.C. ss.31301 ET. SEQ. (the "Ship Mortgage Act") and
will qualify for the benefits accorded a "preferred mortgage" under the Ship
Mortgage Act, and no other filing or recording or refiling or rerecording or any
other act is necessary or advisable to create or perfect such security interest
under the Mortgage or in the mortgaged property therein described. No consent,
approval or authorization of any Person is necessary or desirable for the
realization of the benefits afforded by the Security Documents or for
enforcement of the rights and remedies therein contained by the Security
Trustee.

         (t) OWNERSHIP OF BORROWERS, SEABULK GLOBAL CARRIERS AND SEABULK
TANKERS. The outstanding capital stock of each of the Borrowers and all other
ownership interests and rights to acquire ownership interests in the Borrowers
is owned of record by Seabulk Global Carriers and the outstanding capital stock
of each of Seabulk Global Carriers and Seabulk Tankers and all other ownership
interests and rights to acquire ownership interests in each of Seabulk Global
Carriers and Seabulk Tankers is owned of record by Seabulk International.

         (u) NO MONEY LAUNDERING. In performing and discharging its obligations
and liabilities under or as contemplated by this Agreement and the Security
Documents to which it is a party, each Borrower is acting for its own account
and such performance and discharge will not involve or lead to contravention of
any law, official requirement or other regulatory measure or procedure
implemented to combat "money laundering" (as defined in Article 1 of the
Directive (91/308/EEC) of the Council of the European Communities).

         (v) TRUE AND COMPLETE. No representation, warranty or statement made,
or certificate, document or financial statement provided, by the Credit Parties,
in or pursuant to this Agreement or any other Loan Document, or in any other
document furnished in connection therewith, is untrue or incomplete in any
material respect or contains any misrepresentation of a material fact or omits
to state any material fact necessary to make any such statement herein or
therein not misleading.




                                       33
<PAGE>

         (w) NO IMMUNITY. None of the Credit Parties, nor any of their
respective properties, have any right of immunity on the grounds of sovereignty
or otherwise from the jurisdiction of any court or from setoff or any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the laws of any
jurisdiction. The execution and delivery of the Loan Documents by the Credit
Parties and the performance by them of their respective obligations thereunder
constitute commercial transactions.

         (x) SURVIVAL OF REPRESENTATIONS. All representations and warranties
made by the Credit Parties herein or made in any certificate delivered pursuant
hereto shall survive the making of each Advance and the execution and delivery
to the Agent of the Note.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         SECTION 5.01. AFFIRMATIVE COVENANTS. Except as otherwise indicated,
each of the Credit Parties covenants and agrees that, so long as this Agreement
shall remain in effect or any of the Obligations shall be outstanding, it shall,
unless the Credit Parties shall have received the prior written consent of the
Majority Lenders:

         (a) EXISTENCE. Do or cause to be done all things necessary to preserve
and keep in full force and effect its existence (except as permitted by Section
6.16), rights and franchises and comply with all laws applicable to it and at
all times be qualified to do business in the jurisdictions where failure to
qualify could reasonably be expected to result in a Material Adverse Effect.

         (b) PAYMENT OF DEBTS. Pay its debts, liabilities and obligations when
due, except (i) any such debts, liabilities and obligations that are being
contested in good faith by appropriate proceedings, (ii) any single debt,
liability or obligation, which does not, in the case of Seabulk International,
exceed US$2,500,000 or, in the case of any other Credit Party, exceed
US$500,000, and (iii) any debts, liabilities and obligations, which in the
aggregate do not exceed US$5,000,000.

         (c) ACCOUNTS AND RECORDS. Keep and maintain full and accurate accounts
and records in accordance with GAAP consistently applied.

         (d) PAYMENT OF TAXES AND CLAIMS. Prepare and timely file all tax
returns required to be filed by it and pay and discharge all Taxes imposed upon
it or in respect of any of its property and assets before the same shall become
in default, as well as all lawful claims (including, without limitation, claims
for labor, materials and supplies) which, if unpaid, might become a lien or
charge upon the Collateral or any part thereof, except (i) in each case, for any
such Taxes as are being contested in good faith by appropriate proceedings or
(ii) with respect to foreign Taxes, the failure of which to pay or discharge
could not reasonably be expected to result in a Material Adverse Effect.

         (e) FINANCING STATEMENTS. In the case of the Collateral, execute,
financing statements or other documents deemed necessary or desirable by the
Agent to perfect, maintain or preserve



                                       34
<PAGE>

any security interest granted pursuant to the Security Documents and pay the
filing costs pursuant to law. Without limiting the generality of the foregoing,
the Security Trustee will execute and file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as may
be reasonably necessary or desirable, or that the Agent may reasonably request,
to protect and preserve the Liens granted or purported to be granted hereby and
by the other Security Documents. Each of the Lenders hereby authorizes the
Security Trustee to file one or more financing or continuation statements, and
amendments thereto, relative to all or any part of the Collateral without the
signature of such Lender, where permitted by law.

         (f) COMPLIANCE WITH LAW. Comply in all material respects with all
applicable federal, state, local and foreign laws, ordinances, rules, orders and
regulations now in force or hereafter enacted, including, without limitation,
all laws and regulations relating to environmental laws and employee benefit
plans, failure to company with which could reasonably be expected to result in a
Material Adverse Effect.

         (g) FINANCIAL STATEMENTS. Furnish to the Agent the following financial
statements:

                  (i) as soon as available but not later than ninety (90) days
                  after the end of each fiscal year of (1) Seabulk
                  International, complete copies of the consolidated financial
                  reports of Seabulk International and its Subsidiaries, all in
                  reasonable detail, which shall include at least the
                  consolidated balance sheet of Seabulk International and its
                  Subsidiaries as of the end of such year and the related
                  consolidated statements of income and sources and uses of
                  funds for such year, which shall be audited reports prepared
                  by independent certified public accountants of international
                  standing; (2) each of the Borrowers, complete copies of
                  financial reports of each Borrower, all in reasonable detail,
                  which shall include at least the balance sheet of such
                  Borrower as of the end of such year and the related statements
                  of income and sources and uses of funds for such year, which
                  shall be unaudited, but certified to be true and complete by
                  the chief financial officer of such Borrower; and (3) each of
                  the Lightship Tanker Entities, complete copies of financial
                  reports of each of the Lightship Tanker Entities, all in
                  reasonable detail, which shall include at least the balance
                  sheet of each of the Lightship Tanker Entities as of the end
                  of such year and the related statements of income and sources
                  and uses of funds for such year, which shall be unaudited, but
                  certified to be true and complete by the chief financial
                  officer of Seabulk International;

                  (ii) as soon as available but not later than ninety (90) days
                  after the end of each fiscal year of Seabulk International,
                  complete copies of the consolidated financial reports of
                  Seabulk International and its Subsidiaries (excluding the
                  Lightship Entities), all in reasonable detail, which shall
                  include at least the consolidated balance sheet of Seabulk
                  International and its Subsidiaries (excluding the Lightship
                  Entities), as of the end of such year and related consolidated
                  statements of income and sources and uses of funds for such
                  year, which shall be unaudited, but certified to be true and
                  complete by the chief financial officer of Seabulk
                  International;



                                       35
<PAGE>

                  (iii) as soon as available but not less than forty-five (45)
                  days after the end of each of the first three quarters of each
                  fiscal year of (1) Seabulk International, a quarterly interim
                  consolidated balance sheet of Seabulk International and its
                  Subsidiaries and the related consolidated profit and loss
                  statements and sources and uses of funds, all in reasonable
                  detail, unaudited, but certified to be true and complete by
                  the chief financial officer of Seabulk International; (2) each
                  of the Borrowers, a quarterly interim balance sheet of such
                  Borrower and the related profit and loss statements and
                  sources and uses of funds, all in reasonable detail,
                  unaudited, but certified to be true and complete by the chief
                  financial officer of such Borrower; and (3) each of the
                  Lightship Tanker Entities, a quarterly interim balance sheet
                  of each of the Lightship Tanker Entities and the related
                  profit and loss statements and sources and uses of funds, all
                  in reasonable detail, unaudited, but certified to be true and
                  complete by the chief financial officer of Seabulk
                  International;

                  (iv) within ten (10) days of the filing thereof, copies of all
                  registration statements and reports on Forms 10-K, 10-Q and
                  8-K (or their equivalents) and other material filings which
                  Seabulk International shall have filed with the U.S.
                  Securities and Exchange Commission or any similar governmental
                  authority;

                  (v) promptly upon the mailing thereof to the shareholders of
                  Seabulk International, copies of all financial statements,
                  reports, proxy statements, notices and other communications
                  transmitted to all of Seabulk International's shareholders;

                  (vi) at such time as the financial statements described in
                  Sections 5.01(g)(i), (ii) and (iii) are delivered, a
                  certificate of Seabulk International's chief financial officer
                  (a "Compliance Certificate") certifying (A) compliance by each
                  of the Credit Parties with each of the covenants contained in
                  this Agreement and, with respect to the covenants in Sections
                  5.01(n), (o), (p) and (q) hereof, showing the calculations
                  thereof in reasonable detail, (B) that the financial
                  statements delivered in accordance with Sections 5.01(g)(i),
                  (ii) and (iii) are complete and correct in all material
                  respects and present fairly the financial condition and
                  results of operations of Seabulk International and its
                  Subsidiaries, or each Borrower or each Lightship Tanker
                  Entity, as the case may be, as of the dates and for the
                  periods indicated, in accordance with GAAP consistently
                  applied (subject as to interim statements to normal year-end
                  adjustments), and (C) that no Default or Event of Default has
                  occurred or is continuing; and

                  (vii) any other information regarding the Credit Parties that
                  is material to the making and performance of the Loan as the
                  Agent may reasonably request.

         Upon receipt the Agent shall promptly deliver the above referenced
financial statements to the Lenders.

         (h) ACCESS TO BOOKS AND RECORDS; INSPECTION OF MORTGAGED VESSELS.
Permit the Agent and each Lender, and their respective duly authorized agents
and officers, during normal business hours and upon reasonable notice to (i)
examine the books and records of each of the



                                       36
<PAGE>

Credit Parties and to make copies and extracts therefore, (ii) discuss the
affairs, finances and accounts of each of the Credit Parties, and be advised as
to the same by, the officers of each of the Credit Parties, and (iii) inspect
the Mortgaged Vessels, as shall be relevant to the performance or observance of
the terms, covenants or conditions of this Agreement, the other Loan Documents
or the financial condition of the Credit Parties or as the Agent considers
necessary or appropriate in order to keep informed as to the then existing state
of the Collateral.

         (i) NOTIFICATIONS. Give prompt written notice to the Agent of (i) any
Default of which any of the Credit Parties has actual knowledge or an Event of
Default specifying the same and the steps being taken to remedy the same, (ii)
any litigation or governmental proceeding pending or, to the best knowledge of
any of the Credit Parties, threatened against any of the Credit Parties which
could reasonably be expected to result in a Material Adverse Effect, (iii) the
withdrawal of any Mortgaged Vessel's rating by its Classification Society or the
issuance by such Classification Society of any material recommendation or
notation affecting class and (iv) any other event or condition which could
reasonably be expected to result in a Material Adverse Effect.

         (j) PERFORMANCE OF OBLIGATIONS. Not take, or fail to take, any action,
or fail to use commercially reasonable efforts to prevent any action to be taken
by others, (i) which would release any Person from any of such Person's
covenants or obligations under any agreement or instrument included in the
Security Documents, or (ii) which would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such agreement or instrument in a manner adverse to the
Agent or the Lenders.

         (k) ENVIRONMENTAL MATTERS. Promptly, and in any event within five (5)
Business Days after an officer of any of the Credit Parties obtains actual
knowledge thereof, give written notice to the Agent of one or more of the
following environmental matters, unless, in each case, such environmental
matters could not, individually or when aggregated with all other such
environmental matters, be reasonably expected to result in a Material Adverse
Effect:

                  (i) any pending or threatened in writing Environmental Action
                  against any of the Credit Parties or any properties owned or
                  operated by any of them;

                  (ii) any condition or occurrence on or arising from any
                  property owned or operated by any of the Credit Parties that
                  (A) results in noncompliance by such Credit Party with any
                  applicable Environmental Law or (B) could reasonably be
                  expected to form the basis of any Environmental Action against
                  any of the Credit Parties or any of their respective
                  properties;

                  (iii) any condition or occurrence on any property owned or
                  operated by any of the Credit Parties that could reasonably be
                  expected to cause such property to be subject to any
                  restrictions on the ownership, occupancy, use or
                  transferability by any of the Credit Parties of such property
                  under any Environmental Law; and

                  (iv) the taking of any removal or remedial action in response
                  to the actual or alleged presence of any Hazardous Material on
                  any real property owned or operated by any of the Credit
                  Parties as required by any Environmental Law or any
                  governmental or other administrative agency; PROVIDED THAT in
                  any event the



                                       37
<PAGE>

                  Credit Parties shall deliver to the Agent all material notices
                  received after the date hereof by them from any governmental
                  authority under, or pursuant to, any Environmental Law.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and the
Borrowers or such Guarantor's response thereto. In addition, upon the request of
the Agent, each of the Credit Parties will provide the Agent with copies of all
material communications with any governmental authority relating to any
Environmental Law, all material communications with any Person (other than their
attorneys) relating to any Environmental Action of which notice is required to
be given pursuant to this Section 5.01(l), and such detailed reports of any such
Environmental Action as may reasonably be requested by the Agent.

         (l) LOAN DOCUMENT OBLIGATIONS. Pay the Note according to the reading,
tenor and effect thereof, and do and perform every act and discharge all of the
obligations provided to be performed by the Credit Parties under the Loan
Documents, including this Agreement, at the time or times and in the manner
specified.

         (m) ERISA. Promptly upon learning of the occurrence or the expected
occurrence of (i) any material liability of any Credit Party or any ERISA
Affiliate pursuant to ERISA in connection with the termination of any Plan or
withdrawal or partial withdrawal of any Multiple Employer Plan, (ii) a failure
to satisfy the minimum funding standards of Section 412 of the Code or Part 3 of
Title I of ERISA by any Plan for which any Credit Party or any ERISA Affiliate
is plan administrator (as defined in ERISA) other than to the extent such
failure could not reasonably be expected to result in a Material Adverse Effect,
(iii) a plant closing or mass layoff (as defined in the Worker Adjustment and
Retraining Notification Act) of either of the Borrowers, any of the Guarantors
or any ERISA Affiliate; (iv) any of the Borrowers, the Guarantors or any ERISA
Affiliate becoming liable for material increases in retiree medical, life
insurance or other death benefits (contingent or otherwise) (other than as a
result of a continuation of medical coverage required under Section 4980B of the
Code or the insurance coverage continuation provisions of applicable state law);
or (v) a failure to satisfy the conditions represented or warranted to in this
Agreement other than to the extent such failure could not reasonably be expected
to result in a Material Adverse Effect, furnish or cause to be furnished to the
Agent written notice thereof.

         (n) MINIMUM ADJUSTED EBITDA TO ADJUSTED INTEREST EXPENSE. With respect
to Seabulk International, maintain a ratio determined as of the last day of each
of Seabulk International's fiscal quarters commencing March 31, 2004 of Adjusted
EBITDA to Adjusted Interest Expense as follows:

                  (i)      thereafter, until the fiscal quarter ending December
                           31, 2004, not less than 2.75 to 1.00;

                  (ii)     thereafter, until the fiscal quarter ending December
                           31, 2005, not less than 3.00 to 1.00; and

                  (iii)    thereafter, not less than 3.25 to 1.00.



                                       38
<PAGE>

         (o) MINIMUM ADJUSTED TANGIBLE NET WORTH. With respect to Seabulk
International, maintain an Adjusted Tangible Net Worth of not less than One
Hundred Million Dollars ($100,000,000) PLUS fifty percent (50%) of Seabulk
International's cumulative positive annual net income (on a consolidated basis),
PLUS seventy-five percent (75%) of the net proceeds received by Seabulk
International (or any of its Subsidiaries) from the issuance of equity issued
after the date of this Agreement.

         (p) MAXIMUM ADJUSTED FUNDED DEBT RATIO. With respect to Seabulk
International, maintain an Adjusted Funded Debt Ratio determined as of the last
day of each of Seabulk International's fiscal quarters commencing March 31, 2004
as follows:

                  (i)      through the fiscal quarters ending June 30, 2004 and
                           September 30, 2004, not more than 4.80 to 1.00;

                  (ii)     thereafter, through the fiscal quarter ending
                           December 31, 2004, not more than 4.65 to 1.00; and

                  (iii)    thereafter, not more than 3.50 to 1.00.

         (q) MINIMUM FAIR MARKET VALUE OF THE MORTGAGED VESSELS. Maintain, until
March __, 2006, a ratio of the aggregate Fair Market Value of the Mortgaged
Vessels to the aggregate outstanding principal amount of the Loan at all times
equal to or greater than 1.15 to 1.00 and at all times thereafter a ratio equal
to or greater than 1.25 to 1.00.

         (r) OWNERSHIP OF BORROWERS, SEABULK GLOBAL CARRIERS AND SEABULK
TANKERS. With respect to Seabulk International, own, directly or indirectly, all
of the equity interests of each of Seabulk Global Carriers and Seabulk Tankers.
With respect to Seabulk Global Carriers, own, directly or indirectly, all of the
equity interests of each of the Borrowers.

         (s) VESSEL OPERATIONS AND MANAGEMENT. (i) Procure that each of the
Mortgaged Vessels shall at all times be (A) managed by the Manager or such other
manager acceptable to the Majority Lenders in accordance with vessel management
agreements acceptable to the Majority Lenders, (B) flagged under the law of the
Republic of Liberia and (C) classed in the highest classification and rating for
vessels of the same age and type without any outstanding conditions or
recommendations affecting class (other than those for which the time prescribed
for curing the condition or recommendation has not passed) with the
Classification Society; PROVIDED, HOWEVER, if a Mortgaged Vessel is reflagged
under the laws of a jurisdiction other than the Republic of Liberia that has
been approved by the Majority Lenders, it shall be a condition to such
reflagging that the relevant Borrower deliver to the Agent (A) evidence
(including an opinion of counsel) that such Mortgaged Vessel has been registered
in the name of such Borrower under the laws of such jurisdiction; (B) evidence
(including an opinion of counsel) that the related Mortgage has been properly
recorded under the laws of such jurisdiction and constitutes a first priority
mortgage; (C) evidence that all necessary governmental or regulatory approvals,
licenses and authorities which are necessary to the operation of such Mortgaged
Vessel have been obtained; (D) evidence that insurances in compliance with the
requirements of the Mortgage have been obtained; and (E) such other items as the
Agent may reasonably require.



                                       39
<PAGE>

         (ii) Comply in all material respects or to procure that the operator of
each of the Mortgaged Vessels will comply in all material respects within the
requisite applicable time limits for vessels of the same type, size, age and
flag of the Mortgaged Vessels with the ISM Code or any replacement of the ISM
Code and in particular, without prejudice to the generality of the foregoing, as
and when required to do so by the ISM Code and at all times thereafter, (A) to
hold or to procure that the operator of each of the Mortgaged Vessels holds, a
valid DOC and SMC, (B) to provide the Agent with copies of any such DOC and SMC
promptly following the issuance thereof and after every renewal and (C) to keep
or to procure that there is kept, on board each of the Mortgaged Vessels a copy
of any such DOC and the original of any such SMC.

         (t) APPRAISALS. At such time as the financial statements described in
Sections 5.01(g)(i) and (ii) are delivered, at the Borrowers' expense, furnish
the Agent with appraisals from an Acceptable Broker for each of the Mortgaged
Vessels; PROVIDED, HOWEVER, that nothing herein shall prohibit the Agent from
obtaining, at its own expense and at any time such appraisals from an Acceptable
Broker for each of the Mortgaged Vessels as the Agent may deem appropriate.

         (u) REIMBURSEMENT FOR EXPENSES. Reimburse the Agent and/or the Security
Trustee promptly, with interest at the interest rate applicable to the Note, for
any and all expenditures which the Agent and/or the Security Trustee may from
time to time make in providing protection in respect of insurance, discharge or
purchase of liens, taxes, dues, assessments, governmental charges, fines and
penalties lawfully imposed, repairs, attorneys' fees, necessary translation fees
for documents made in a language other than English and other matters, in each
case in respect of which the Borrowers have defaulted in their obligation
hereunder with respect to such matters to provide. Such obligation of the
Borrowers to reimburse the Agent shall be an additional indebtedness due from
the Borrowers, secured by the Collateral and the Security Documents, and shall
be payable by the Borrowers on demand. Neither the Agent nor the Security
Trustee, though privileged to do so, shall be under any obligation to the
Borrowers to make any such expenditures, nor shall the making thereof relieve
the Borrowers of any default in that respect.

         (v) FURTHER ASSURANCES. From time to time, at the Borrowers' expense,
duly execute and deliver to the Agent, such further documents and assurances as
the Lenders may request to effectuate the purposes of this Agreement, the Note
and the Security Documents.

         (w) CHANGE OF ADDRESS. Notify promptly the Agent and the Lenders of any
change in the location of its principal place of business.

         (x) CONSENTS, LICENSES, APPROVALS. Obtain and maintain all such
governmental licenses, authorizations, consents, permits and approvals as may be
required for each of the Credit Parties to perform their obligations under this
Agreement and all other Loan Documents to which each is a party, and deliver
promptly to the Agent and the Lenders copies of all consents, licenses and
approvals of governmental authorities that may be required for the making or
performance of this Agreement or any instrument contemplated hereby.

         (y) USE OF PROCEEDS. Use the proceeds of the Advances solely for the
purpose of financing up to 80% of the aggregate acquisition cost of the
Mortgaged Vessels.




                                       40
<PAGE>

         (z) TRANSACTIONS WITH AFFILIATES. Conduct all transactions otherwise
permitted under this Agreement to be conducted with Affiliates (if any) on terms
that are fair and reasonable and no less favorable to the Borrowers than would
be obtained in a comparable arm's-length transaction with a Person that is not
an Affiliate.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         SECTION 6.01. NEGATIVE COVENANTS. Except as otherwise indicated, each
of the Credit Parties covenants and agrees that, so long as this Agreement shall
remain in effect or any of the Obligations shall be outstanding, it shall not,
without the prior written consent of the Agent:

         (a) LIENS. Create, assume, permit or suffer to exist any mortgage,
pledge, encumbrance, security interest or other Lien securing an obligation on
all or any part of (i) the capital stock of the Borrowers, or (ii) the
Collateral, except Permitted Encumbrances with respect to the Mortgaged Vessels
and Customary Permitted Liens with respect to the Collateral other than the
Mortgaged Vessels.

         (b) ASSET SALES. With respect to the Borrowers, sell, lease, transfer,
assign or otherwise dispose of any Mortgaged Vessel unless after giving effect
to such sale, lease, transfer, assignment or disposition, the Borrowers are in
compliance with Section 5.01(q) hereof.

         (c) OBLIGATIONS OF OTHERS. With respect to the Borrowers, except as
created or permitted by this Agreement or the Security Documents, assume,
guarantee, endorse or become liable on the obligation of any person, firm or
corporation except by the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business.

         (d) ASSIGNMENT OF INSURANCES. With respect to the Borrowers, grant an
assignment or permit or suffer to exist any mortgage, pledge, encumbrance,
security interest or other Lien on the insurances relating to a Mortgaged Vessel
other than the applicable Assignment of Insurances.

         (e) SALE OF NOTES OR ACCOUNTS RECEIVABLE. Sell, lease, transfer, assign
or otherwise dispose of any notes, accounts receivable or other obligations owed
to by any Person, except (i) for the purpose of collection in the ordinary
course of its business and (ii) to the extent that, both before and after giving
effect to any such sale, lease, transfer, assignment or disposition (taking into
account any prepayment to be made to the Lenders under this Agreement from the
net proceeds of any such sale, lease, transfer, assignment or disposition), no
Default or Event of Default would exist hereunder.

         (f) CHANGE OF CONTROL. Permit (without the prior written consent of the
Lenders, such consent not to be unreasonably withheld) a Change of Control to
occur.

         (g) SALE AND LEASEBACK. Enter into any arrangements, directly or
indirectly, with any Person whereby it shall sell or transfer any property,
whether real or personal, and used and useful in its business, whether now owned
or hereafter acquired, if it, at the time of such sale or



                                       41
<PAGE>

disposition, intends to lease or otherwise acquire the right to use or possess
(except by purchase) such property or like property for a substantially similar
purpose.

         (h) RESTRICTED PAYMENTS. With respect to Seabulk International, declare
or pay any dividend or make any distribution on its capital stock or purchase,
redeem, acquire or otherwise retire any capital stock for value (in each case, a
"Restricted Payment"); PROVIDED, HOWEVER, that Seabulk International may make a
Restricted Payment so long as, at the time of, and after giving effect to, the
proposed Restricted Payment: (i) no Default or Event of Default shall have
occurred and be continuing and (ii) the aggregate amount expended for all
Restricted Payments (the amount so expended, if other than in cash, to be
determined in good faith by the board of directors of Seabulk International)
would not exceed fifty percent (50%) of the aggregate amount of the consolidated
net income of Seabulk International and its consolidated Subsidiaries excluding
the Lightship Tanker Entities for the fiscal year ended immediately prior to the
fiscal year in which such proposed Restricted Payment is to be made determined
in accordance with GAAP. Notwithstanding the preceding sentence, (1) Seabulk
International may make Restricted Payments with the proceeds of substantially
concurrent capital contributions made by its stock holders so long as no Default
or Event of Default shall have occurred and be continuing prior to or after
giving effect thereto, (2) Seabulk International may declare and pay dividends
with respect to its equity interests payable solely in additional shares of its
common stock, (3) Subsidiaries of Seabulk International may declare and pay
dividends ratably with respect to their equity interests, and (4) Seabulk
International may make Restricted Payments pursuant to and in accordance with
stock option plans or other benefit plans for management, directors or employees
of Seabulk International and its Subsidiaries.

         (i) RESTRICTION ON PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES. Create
or otherwise cause or suffer to exist or become effective any encumbrance or
restriction (other than pursuant to this Agreement) on the ability of any
Subsidiary of any of the Credit Parties to (i) pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits or pay any Debts owed to a Credit Party, (ii) make advances or loans to
a Credit Party or (iii) transfer any of its properties or assets to a Credit
Party, except for such encumbrances or restrictions existing under or by reason
of applicable law.

         (j) FINANCING STATEMENTS. File or permit to be filed any financing
statement under the Uniform Commercial Code of any state of the United States in
respect of any property except in favor of the Security Trustee.

         (k) INVESTMENTS. Make any Investment unless, with respect to Seabulk
International, at the time of, and after giving effect to, the making of any
proposed Investment, no Default or Event of Default has occurred and is
continuing or would occur as a consequence of the making of such Investment.
Notwithstanding the foregoing sentence, Seabulk International and the other
Guarantors may make the following Investments at any time: (i) direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof, and (ii) investments in certificates of deposit,
banker's acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of



                                       42
<PAGE>

America or any State thereof which has a combined capital and surplus and
undivided profits of not less than $500,000,000.

         (l) ACCOUNTING CHANGES. Make or permit any change in accounting
policies affecting (i) the presentation of financial statements or (ii)
reporting practices, except in either case as required or permitted by GAAP.

         (m) AMENDMENTS TO ORGANIZATIONAL DOCUMENTS. With respect to the
Borrowers, amend its organizational documents.

         (n) CHANGE OF FLAG. With respect to the Borrowers, transfer or change
the flag or port of documentation of any Mortgaged Vessel.

         (o) INDEBTEDNESS. With respect to the Borrowers and Seabulk Global
Carriers, create, incur, assume or suffer to exist any Debt except (i) Debt to
the Lenders, (ii) Debt not in excess of an amount satisfactory to the Lenders
which shall be subordinate and subject in right of payment to the prior payment
in full of the Obligations, as evidenced by a subordination agreement or
provisions satisfactory in form and substance to the Lenders, (iii) current Debt
which shall not be outstanding longer than ninety (90) days incurred in the
normal course of its business, (iv) Debt in respect of the Bond and the
obligations contained in the Indenture but only insofar as each of the Borrowers
and Seabulk Global Carriers are "Guarantors" for purposes of the Indenture, and
(v) Debt secured by Liens permitted by subsection (i) above.

         (p) CHANGE IN BUSINESS. Engage (directly or indirectly) in any business
other than the business of Seabulk International and its Subsidiaries as of the
Effective Date and other businesses reasonably related thereto.

         (q) TRANSACTIONS WITH AFFILIATES. Enter into any transaction or series
of related transactions, whether or not in the ordinary course of business, with
any Affiliate, other than on terms and conditions substantially as favorable to
such Person as would be obtainable by such Person at the time in a comparable
arm's-length transaction with a Person other than an Affiliate. Notwithstanding
the foregoing, the restrictions set forth in this Section 6.01(q) shall not
apply to (i) the payment of reasonable and customary fees to directors of the
Borrowers or the Guarantors who are not employees of the Borrowers or the
Guarantors, (ii) any other transaction with any employee, officer or director of
the Borrowers or any of the Guarantors pursuant to employee benefit plans and
compensation arrangements in amounts customary for corporations similarly
situated to the Borrowers or any of the Guarantors and entered into the ordinary
course of business and approved by the board of directors or any committee
thereof of the Borrowers or the Guarantors, as the case may be, (iii)
transactions between or among the Borrowers and the Guarantors and not involving
any other Affiliate, and (iv) any Restricted Payment permitted by Section
6.01(h).

         (r) CHANGES IN OFFICES OR NAMES. Change the location of the chief
executive office of any Credit Party or the office of the chief place of
business any such parties unless the Agent shall have received thirty (30) days
prior written notice of such change.

         (s) CHANGES IN FISCAL YEAR. Change its fiscal year.



                                       43
<PAGE>

         (t) CONSOLIDATION, MERGER AND SALE OF ASSETS. Consolidate with, or
merge with or into, any other Person or convey, sell, lease or otherwise dispose
of (or agree to do any of the foregoing at any future time) all or substantially
all of its property or assets, unless each of the following conditions is
satisfied:

                  (i) The entity formed by such consolidation or into which such
         Credit Party is merged or the Person which acquires by conveyance or
         transfer substantially all of the assets of such Credit Party as an
         entirety shall expressly assume all of the obligations of such Credit
         Party under this Agreement and the other Loan Documents pursuant to a
         written supplement to this Agreement and such other Loan Documents;

                  (ii) Immediately prior to and after giving effect to such
         transaction, no Default or Event of Default shall have occurred and be
         continuing and the Agent shall have received a certificate from an
         executive officer of such Credit Party to such effect;

                  (iii) The Agent shall have received an opinion of counsel
         regarding the merged or consolidated entity, the legality, validity and
         enforceability of this Agreement and the other Loan Documents, the
         title to the related Mortgaged Vessels and the priority of the
         Mortgages, as applicable; and

                  (iv) Upon any consolidation or merger, or any conveyance or
         transfer of substantially all of the assets of such Credit Party as an
         entirety in accordance with this Section 6.01(t), the successor entity
         formed by such consolidation or into which such Credit Party is merged,
         or to which such conveyance or transfer is made shall succeed to, and
         be substituted for, and may exercise every right and power of, such
         Credit Party under this Agreement and the other Loan Documents with the
         same effect as if such successor entity had been named as a Credit
         Party herein. No such conveyance or transfer of substantially all of
         the assets of such Credit Party as an entirety shall have the effect of
         releasing such Credit Party or any successor entity which shall
         theretofore have become such in the manner prescribed in this Section
         6.01(t) from its liability hereunder.

                                   ARTICLE VII

                             AGREEMENT TO GUARANTEE

         SECTION 7.01. GUARANTEE. (a) The Guarantors, jointly and severally,
hereby unconditionally guarantee, absolutely and irrevocably on a full recourse
basis, as a guarantor and not merely as a surety, the full and punctual payment,
performance and observance when due, whether at stated maturity, by acceleration
or otherwise, and at all times thereafter, of all amounts due and to become due
from, and all actions or undertakings to be performed by, the Borrowers under or
pursuant to the Loan Agreement and the other Loan Documents to which the
Borrowers are or will become a party (collectively, the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including reasonable
counsel fees and expenses) incurred by the Agent, any of the Lenders or the
Security Trustee in enforcing any rights under this guarantee. This guarantee
will be senior indebtedness of each of the Guarantors, ranking PARI PASSU in
right of payment with all existing and future unsubordinated indebtedness and
senior in right of payment to all existing and future subordinated indebtedness
of each of the Guarantors. Without limiting the generality of the foregoing, the
Guarantors' liability shall extend to all amounts



                                       44
<PAGE>

which constitute part of the Guaranteed Obligations and would be owed by the
Borrowers under any of the Loan Documents even if such Loan Documents are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower.

         (b) The Guarantors also, jointly and severally, agree to pay from time
to time on demand all amounts which the Borrowers are at any time liable to pay
under the Loan Agreement and the other Loan Documents to which the Borrowers are
a party and which have become due and payable but have not been paid at the time
such demand is made.

         (c) This Guaranty is a guaranty of performance and of payment when due
and not of collection.

         SECTION 7.02. INDEMNITY. As a separate, additional, continuing and
primary obligation, the Guarantors hereby, jointly and severally,
unconditionally and irrevocably undertake to the Agent, the Lenders and the
Security Trustee, by way of indemnity, that, should any amount in respect of the
Guaranteed Obligations not be recoverable from the Guarantors, or should the
Guarantors, for any reason (including by reason of any incapacity of any of the
Guarantors or by reason of any provision of the Loan Agreement, or any other
Loan Document to which the Borrowers are a party, being or becoming void,
unenforceable or otherwise invalid under any applicable law), be unable to
perform any of their obligations in respect of any of the Guaranteed
Obligations, then, notwithstanding that such reason may have been known to the
Agent, the Lenders or the Security Trustee, the Guarantors shall, upon first
written demand by the Agent, the Lenders or the Security Trustee, indemnify the
Agent, the Lenders and/or Security Trustee against all losses, claims, costs,
charges and expenses to which the Agent, the Lenders or the Security Trustee may
be subject or which the Agent, the Lenders or the Security Trustee may incur as
a consequence of such non-recovery or inability to perform.

         SECTION 7.03. GUARANTY ABSOLUTE. Each of the Guarantors guarantees that
the Guaranteed Obligations will be paid strictly in accordance with their
respective terms, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Agent, the Lenders or the Security Trustee with respect thereto. The liability
of the Guarantors under this Guaranty for the Guaranteed Obligations shall be
absolute and unconditional irrespective of:

         (a) any lack of validity or enforceability of the Loan Agreement or any
of the other Loan Documents or any other agreement or instrument relating
thereto;

         (b) any failure to make any demand on the Borrowers or any other Person
for payment of all or any part of the Guaranteed Obligations or any rescission
of any such demand;

         (c) any failure to make or give any other notice, demand, diligence,
presentment, protest or other action of any kind upon or against the Borrowers
or any other Person;

         (d) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Guaranteed Obligations, or any other amendment
or waiver of or any consent to departure from the Loan Documents or any other
agreement or instrument delivered pursuant or



                                       45
<PAGE>

relating thereto, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to the Borrowers
or otherwise;

         (e) any taking, exchange, release or non-perfection of any Collateral,
or any taking, release or amendment or waiver of or consent to departure from
any other guarantee, for all or any of the Guaranteed Obligations;

         (f) any manner of application of Collateral, or proceeds thereof, to
all or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any Collateral for all or any of the Guaranteed Obligations or
any other assets of the Borrowers;

         (g) any change, restructuring or termination of the corporate structure
or existence of the Borrowers;

         (h) any compromise, settlement, release, renewal, extension,
indulgence, change in or waiver or modification of any of the Guaranteed
Obligations, or any failure, omission or delay of Security Trustee, the Lenders
or the Agent to enforce, assert or exercise any right, power or remedy conferred
on it in this Agreement or the other Loan Documents, or the release or discharge
of either of the Borrowers from the performance or observance of any of the
Guaranteed Obligations by operation of law;

         (i) any setoff, counterclaim, abatement, recoupment, defense or other
right whatsoever that the Guarantors or the Borrowers may have against any other
person, whether or not related to the transactions contemplated by the Loan
Agreement or the other Loan Documents, including, without limitation, those
which have been waived by the Guarantors pursuant to Section 7.04 hereof;

         (j) any waiver of any right, power or remedy, or of any default, with
respect to the Guaranteed Obligations or any part thereof or the Loan Agreement
or any other Loan Document or any other agreement relating to the Guaranteed
Obligations or any part thereof;

         (k) any transfer, assignment or mortgaging or the purported transfer,
assignment or mortgaging by the Borrowers or the Guarantors of its interest, or
any part thereof, in and to the Loan Documents;

         (l) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets and liabilities of, or
the voluntary or involuntary receivership, insolvency, bankruptcy, assignment
for benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, the Borrowers or the
Guarantors or the disaffirmance of the Loan Documents in any such proceeding;

         (m) any limitation imposed by law on the liability or obligations of
the Borrowers or the Guarantors under the Loan Documents or any term thereof or
any lack of power or authority of any Person to enter into any Loan Document;

         (n) any failure by the Borrowers to comply with any requirement of any
law, regulation or order;




                                       46
<PAGE>

         (o) any damage to, or loss, destruction, requisition, seizure,
forfeiture or marshal's or other sale of any Mortgaged Vessel or any exercise of
rights by Security Trustee, in its capacity as mortgagee, with respect to any of
the Mortgaged Vessels under the Mortgages or as assignee under any of the other
Security Documents;

         (p) any libel, attachment, levy, detention, sequestration or taking
into custody of any of the Mortgaged Vessels, or any interruption or prevention
of or restriction on or interference with the use of possession of any of the
Mortgaged Vessels;

         (q) any title defect or encumbrance or any dispossession from any of
the Mortgaged Vessels by title paramount or otherwise;

         (r) any act, omission, misrepresentation or breach on the part of the
Borrowers or the Guarantors or any other Person under any of the Loan Documents
or under any applicable law;

         (s) any defect in the seaworthiness, condition, design, operation or
fitness for use of any of the Mortgaged Vessels or the ineligibility of any of
the Mortgaged Vessels for any particular trade; or

         (t) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Borrowers or the Guarantors.

         This guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned upon the insolvency, bankruptcy or
reorganization of a Borrower or otherwise, all as though such payment had not
been made.

         The obligations of the Guarantors are independent of the Guaranteed
Obligations, and a separate action or actions may be brought and prosecuted
against the Guarantor to enforce this guarantee, irrespective of whether any
action is brought against the Borrowers or whether either of the Borrowers is
joined in any such action or actions.

         SECTION 7.04. WAIVERS AND ACKNOWLEDGMENTS. Each of the Guarantor hereby
waives:

         (a) promptness, diligence, notice of acceptance and any other notice
with respect to any of the Guaranteed Obligations and this guarantee;

         (b) any requirement that the Agent, the Lenders or the Security Trustee
protect, secure, perfect or insure any security interest or Lien on any property
subject thereto or exhaust any right or take any action against the Borrowers or
any other Person or entity or any Collateral;

         (c) any right to revoke this guarantee and each of the Guarantors
acknowledges that this guarantee is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future;

         (d) notice of the existence, creation, payment, non-payment,
performance or non-performance of all or any of the Guaranteed Obligations;



                                       47
<PAGE>

         (e) all diligence in collection or protection of or realization upon
the Guaranteed Obligations or any thereof, any obligation hereunder or any
security for or guarantee of any of the foregoing, including, without
limitation, (i) any right to require the Agent, the Lenders of the Security
Trustee to proceed against the Borrowers or any other Person or to proceed
against or exhaust any security held by the Agent, the Lenders or the Security
Trustee at any time or to pursue any other remedy in the Agent's, the Lenders'
or the Security Trustee's power or under any other agreement before proceeding
against the Guarantors hereunder and (ii) any right or claim or right to cause a
marshalling of the assets of the Guarantors;

         (f) an assertion or claim that the automatic stay provided by 11 U.S.C.
ss.362 (arising upon the voluntary or involuntary bankruptcy proceeding of
either of the Borrowers) or any other stay provided under any other debtor
relief law (whether statutory, common law, case law or otherwise) of any
jurisdiction whatsoever, now or hereafter in effect, which may be or become
applicable, shall operate or be interpreted to stay, interdict, condition,
reduce or inhibit the ability of the Agent, the Lenders or the Security Trustee
to enforce any of its rights, whether now or thereafter required, which the
Agent, the Lenders or the Security Trustee may have against the Guarantors or
any Collateral for the Guaranteed Obligations;

         (g) any modification of the Loan Documents or any obligation of the
Borrowers relating thereto by operation of law or by action of any court,
whether pursuant to any other debtor relief law (whether statutory, common law,
case law or otherwise) of any jurisdiction whatsoever, now or hereinafter in
effect, or otherwise;

         (h) any defense, available to the Guarantors, now or at any time
hereafter, including, without limitation, any defense that may arise by reason
of (i) the incapacity, lack of authority, death or disability of any other
Person, or (ii) the inaccuracy of the representations and warranties made by the
Guarantors herein or by the Borrowers in any of the Loan Documents, or (iii) the
Agent's, the Lenders' or the Security Trustee's failure to file or enforce a
claim against the estate (in administration, bankruptcy or any other proceeding)
of any other Person, or (iv) the Agent's, the Lenders' or the Security Trustee's
failure to record or to file any financing statement (or the Agent's, the
Lenders' or the Security Trustee's improper recording or filing thereof) or to
otherwise perfect, protect, secure, or insure any lien or security interest
given as security for the Guaranteed Obligations; and

         (i) all other principles or provisions of law, if any, that conflict
with the terms of this guarantee, including, without limitation, the effect of
any other circumstances that may or might constitute a legal or equitable
discharge of a guarantor or surety.

         The Guarantors acknowledge that they will receive direct and indirect
benefits from the financing arrangements contemplated by this Agreement and that
the waiver set forth in this subsection is knowingly made in contemplation of
such benefits.

         SECTION 7.05. SUBROGATION. Each of the Guarantors hereby irrevocably
waives any claim or other rights that it may now or hereafter acquire against
the Borrowers that arise from the existence, payment, performance or enforcement
of the Guaranteed Obligations under this guarantee or the Loan Documents,
including without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of the Agent, the Lenders or the Security Trustee against the
Borrowers or the



                                       48
<PAGE>

Mortgaged Vessels, whether or not such claim, remedy or right arises in equity
or under contract, statute or common law, including, without limitation, the
right to take or receive from the Borrowers, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right. If any amount shall be paid to the
Guarantors in violation of the preceding sentence at any time prior to the
payment in full of the Guaranteed Obligations and all other amounts payable
under this guarantee, such amount shall be held in trust for the benefit of the
Lenders and shall forthwith be paid to the Agent to be credited and applied to
the Guaranteed Obligations and all other amounts payable under this guarantee,
whether matured or unmatured, in accordance with the terms of the Loan
Agreement, or to be held as collateral for any Guaranteed Obligations or other
amounts payable under this guarantee thereafter arising.

         SECTION 7.06. NO COMPETITION. In the event of the liquidation or
winding up of either of the Borrowers at any time after any monies shall have
become payable or shall have been paid under this guarantee, until all the
Guaranteed Obligations shall have been indefeasibly paid in full, the Guarantors
shall not prove in competition with the Agent, the Lenders or the Security
Trustee in respect of any monies owing to the Guarantors by such Borrower on any
account whatsoever, but shall give the Agent, the Lenders or the Security
Trustee the benefit of any such proof and of all monies to be received in
respect thereof. If, notwithstanding the foregoing, the Guarantors shall receive
any amount in respect of any such monies as aforesaid before the Guaranteed
Obligations have been indefeasibly paid in full, the Guarantors shall hold the
same in trust for Lenders, notify the Agent of the receipt thereof and promptly
pay the amount thereof to the Agent.

         SECTION 7.07. TAXES. (a) The Guarantors shall pay or cause to be paid
all Taxes, other than taxes, if any, payable on the overall net income of the
Lenders, on or in connection with the payment of any and all amounts due under
this guarantee that are now or in the future levied or imposed by any
governmental or taxing authority or any jurisdiction through or out of which a
payment is made.

         (b) All payments, fees and other amounts due under this guarantee shall
be made without deduction for or on account of any Taxes.

         (c) If the Guarantors are prevented by operation of law or otherwise
from making or causing to be made those payments without deduction, the amounts
due under this guarantee shall be increased to such amount as may be necessary
so that the Lenders receives the full amount it would have received (taking into
account any Taxes payable on amounts payable by the Guarantors under this
subsection) had those payments been made without that deduction.

         (d) If Section 7.07(c) applies and the Agent so requests, the
Guarantors shall deliver to the Agent official tax receipts evidencing payment
(or certified copies of them) within thirty (30) days of the date of that
request.

         SECTION 7.08. PERMITTED ACTIONS. The Agent, the Lenders and the
Security Trustee may from time to time, in their sole discretion and without
notice to or consent of the Guarantors, take any or all of the following
actions:



                                       49
<PAGE>

         (a) retain or obtain a security interest in any assets of the
Borrowers, the Guarantors or any third party to secure any of the Guaranteed
Obligations;

         (b) retain or obtain the primary or secondary obligation of any obligor
or obligors, in addition to the Guarantors, with respect to any of the
Guaranteed Obligations;

         (c) extend or renew for one or more periods (whether or not longer than
the original period), alter or exchange any of the Guaranteed Obligations;

         (d) waive, ignore or forbear from taking action or otherwise exercising
any of its rights or remedies with respect to any default under the Loan
Documents;

         (e) release, waive or compromise any obligation of the Guarantors
hereunder or any obligation of any nature of any other obligor primarily or
secondarily obligated with respect to any of the Guaranteed Obligations;

         (f) release its Lien on or in, or surrender, release or permit any
substitution or exchange for, all or any part of the Mortgaged Vessels or any
other Collateral now or hereafter securing any of the Guaranteed Obligations or
any obligation hereunder, or extend or renew for one or more periods (whether or
not longer than the original period) or release, waive compromise, alter or
exchange any obligations of any nature of any obligor with respect to any such
property; and

         (g) demand payment or performance of any of the Guaranteed Obligations
from the Guarantors at any time from time to time, whether or not the Agent, the
Lenders or the Security Trustee shall have exercised any of its rights or
remedies with respect to any property securing any of the Guaranteed Obligations
or any obligation hereunder, or proceeded against any other obligor (including
the Borrowers) primarily or secondarily liable for payment or performance of any
of the Guaranteed Obligations.

         SECTION 7.09. FINANCIAL CONDITION OF THE BORROWERS. Each of the
Guarantors represents and warrants that it is fully aware of the financial
condition of the Borrowers, and each of the Guarantors delivers this Guaranty
based solely upon its own independent investigation of the Borrowers' financial
condition and in no part upon any representation or statement of the Agent, the
Lenders or the Security Trustee with respect thereto. Each of the Guarantor
further represents and warrants that it is in a position to and hereby does
assume full responsibility for obtaining such additional information concerning
the Borrowers' financial conditions as such Guarantor may deem material to its
obligations hereunder, and such Guarantor is not relying upon, nor expecting the
Agent, the Lenders or the Security Trustee to furnish it any information in the
Agent's, the Lenders' or the Security Trustee's possession concerning the
Borrowers' financial condition or concerning any circumstances bearing on the
existence or creation, or the risk of non-payment or non-performance of the
Guaranteed Obligations. The Guarantors hereby waive any duty on the part of the
Agent, the Lenders or the Security Trustee to disclose to the Guarantors any
facts it may now or hereafter know about the Borrowers, regardless of whether
the Agent, the Lenders or the Security Trustee has reason to believe that any
such facts materially increase the risk beyond that which the Guarantors intend
to assume, or has reason to believe that such facts are unknown to the
Guarantors. The Guarantors hereby knowingly accept the full range of risk
encompassed within a contract of



                                       50
<PAGE>

"Continuing Guaranty" which includes, without limitation, the possibility that
the Borrowers will contract for additional indebtedness for which the Guarantors
may be liable hereunder after the Borrowers' financial condition or ability to
pay its lawful debts when they fall due has deteriorated.

         SECTION 7.10. CONTINUING GUARANTY. It is declared and agreed that this
guarantee as continuing security for the Guaranteed Obligations, and that it
shall not be satisfied by an intermediate payment or satisfaction of any part of
the Guaranteed Obligations and that it shall be in addition to and shall not in
any way be prejudiced or affected by any Collateral or other security now or
hereafter held by the Agent, the Lenders or the Security Trustee for all or any
part of the Guaranteed Obligations. This guarantee may be enforced either
before, after or concurrently with the enforcement of any other collateral
security for the Guaranteed Obligations or any of them and shall not be affected
by any release of, or delay in enforcing or failure to enforce, any such other
collateral security.

         SECTION 7.11. RIGHTS CUMULATIVE; NO WAIVER. Each and every right, power
and remedy herein given to the Agent, the Lenders and the Security Trustee shall
be cumulative and shall be in addition to every other right, power and remedy of
the Agent, the Lenders and the Security Trustee now or hereafter existing at
law, in equity or by statute, and each and every right, power and remedy,
whether herein given or otherwise existing, may be exercised from time to time,
in whole or in part, and as often and in such order as may be deemed expedient
by the Agent, the Lenders or the Security Trustee, and the exercise or the
commencement of the exercise of any right, power or remedy shall not be
construed to be a waiver of the right to exercise at the same time or thereafter
any other right, power or remedy. No delay or omission by the Agent, the Lenders
or the Security Trustee in the exercise of any right or power in the pursuance
of any remedy arising from any breach or default by the Guarantors shall impair
any such right, power or remedy or be construed to be a waiver of any such
right, power or remedy or to be an acquiescence therein; nor shall the
acceptance by the Agent, the Lenders or the Security Trustee of any security or
of any payment of or on account of any of the amounts due from the Guarantors to
the Lenders and maturing after any breach or default or of any payment on
account of any past breach or default be construed to be a waiver of any right
with respect to any future breach or default or of any past breach or default
not completely cured thereby.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         SECTION 8.01. EVENTS OF DEFAULT. If any of the following events of
default (herein called "EVENTS OF DEFAULT") shall have occurred and be
continuing:

         (a) the Borrowers shall fail to pay any principal of or interest on any
Advance on the date when the same becomes due and payable; or

         (b) the Borrowers shall fail to pay any fees or any other amount
payable to the Lenders or the Agent under the Loan Documents within five Banking
Days after the same becomes due and payable; or



                                       51
<PAGE>

         (c) any representation or warranty made by the Borrowers under or in
connection with any Loan Document shall prove to have been incorrect in any
material respect when made or deemed made or confirmed; or

         (d) except as otherwise stipulated in this Section 8.01, any Credit
Party shall fail to perform or observe, in any material respect, any term,
covenant or agreement contained in this Agreement on its part to be performed
and such failure to perform or observe shall continue for 30 days after written
notice; or

         (e) any Credit Party shall fail to perform or observe, in any material
respect, any term, covenant or agreement contained in Sections 5.01(n), 5.01(o),
5.01(p), 5.01(q) or Article VI of this Agreement to be performed; or

         (f) any Credit Party shall fail to perform or observe, in any material
respect, any term, covenant or agreement contained in any Loan Document other
than this Agreement on its part to be performed, and the period of grace
therefor, if any, shall have expired; or

         (g) any material provision of the Loan Documents shall cease to be in
full force and effect in accordance with its terms; or

         (h) an Event of Loss shall have occurred and the underwriters shall
have disclaimed coverage in respect of such Event of Loss or shall have failed
to pay the proceeds of insurance within 120 days after the Event of Loss; or

         (i) it becomes impossible or unlawful for any of the Credit Parties to
fulfill any of the covenants and obligations required to be fulfilled in any
Loan Document or any of the instruments granting or creating rights in any of
the Collateral or for the Security Trustee or the Lenders or the Swap Provider
to exercise any of the rights or remedies vested in them under any Loan
Document; or

         (j) a Change of Control shall occur;

         (k) any of the Credit Parties (i) fails to make any payment of any
principal of or interest on any Debt which is outstanding when and as due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), or (ii) defaults in the performance of any other obligation under
any agreement or instrument relating to any of its Debt or any other event
occurs if the effect of such default or other event is to cause, or (with the
giving of any notice or the lapse of time or both) to permit the holder or
holders of such Debt (or a trustee or agent on behalf of such holder or holders)
to cause, such Debt to become due or to be prepaid in full (other than by a
regularly scheduled required prepayment), whether by redemption, purchase or
otherwise, before its stated maturity;

         (l) any of the Credit Parties shall be unable to pay its debts as they
fall due or admit in writing that it is insolvent or bankrupt or make an
assignment for the benefit of creditors, or seek to take advantage of any
bankruptcy law or other law or procedure for the relief of debtors or consent to
the appointment of a trustee or receiver, or a trustee or a receiver shall be
appointed for such Credit Party or for any of its property without its consent,
or bankruptcy, reorganization,



                                       52
<PAGE>

arrangement or insolvency proceedings shall be instituted by or against such
Credit Party and remains undismissed, undischarged or unbonded for a period of
sixty (60) days; or

         (m) any license, permit, consent or approval of any governmental or
quasi-governmental authority now or hereafter necessary or required in
connection with the performance by either of the Borrowers of its obligations
set forth in this Agreement, the Note or the Security Documents or in connection
with the operation of the relevant Mortgaged Vessel, shall be modified, revoked,
withdrawn or shall fail to remain in full force and effect and such
modification, revocation, withdrawal or failure to remain in full force and
effect shall continue for thirty (30) days; or

         (n) an "Event of Default" as defined in the Master Agreement shall have
occurred and be continuing; or

         (o) any Security Document after delivery thereof shall for any reason
(other than pursuant to the terms thereof) cease to create a valid and perfected
first priority Lien on the Collateral purported to be covered thereby except if
such cessation is caused by an act or omission of the Security Trustee or the
Lenders; or

         (p) any of the obligations, representations, warranties or covenants of
the Guarantors under Article VII hereof shall have been breached or Article VII
shall cease to remain in full force and effect, except as a result of any act or
omission of the Agent, the Security Trustee or the Lenders,

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Lenders, by notice to the Borrowers, declare the obligation of
each Lender to make Advances to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of
the Lenders, by notice to the Borrowers, declare all the Advances then
outstanding, all interest thereon and all other amounts payable under this
Agreement, the Note and the Master Agreement to be forthwith due and payable,
whereupon the Advances then outstanding, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrowers; PROVIDED, HOWEVER, that in the case of an Event of Default
referred to in clause (l) of this Section 8.01, (1) the obligation of each
Lender to make Advances shall automatically be terminated and (2) the Advances
then outstanding, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrowers.

         SECTION 8.02. APPLICATION OF MONEYS. (a) All moneys received by the
Agent, the Lenders or the Swap Provider under or pursuant to this Agreement or
any of the other Loan Documents after the happening of any Event of Default
(unless cured to the satisfaction of the Lenders) shall be applied by the Agent
in the following manner:

                  (1) first, in or towards the payment or reimbursement of the
         costs and expenses of the Agent, the Security Trustee and the Lenders
         in respect of the ascertainment and enforcement of their rights under
         this Agreement and the other Security Documents and any other amounts
         owing to the Agent, the Security Trustee or



                                       53
<PAGE>

         the Lenders under any of the Security Documents including those under
         Section 9.03 of this Agreement and reasonable fees and out-of-pocket
         expenses of counsel for the Agent, the Security Trustee and the Lenders
         with respect to advising them of their rights and responsibilities, or
         the preservation of their rights or interests under the Loan;

                  (2) second, in or towards the payment of all accrued interest
         and break funding with respect to the Advances;

                  (3) third, in or towards payment of all remaining principal
         with respect to the Advances;

                  (4) fourth, to the Swap Provider in payment of any amounts
         then due under the Master Agreement; and

                  (5) fifth, to the Borrowers or as directed by a court of
         competent jurisdiction.

         SECTION 8.03. POSITION OF SWAP PROVIDER. The Agent shall not be
obliged, in connection with any action taken or proposed to be taken under or
pursuant to the foregoing provisions of Section 8.01, to have any regard to the
requirements of the Swap Provider except to the extent that the Swap Provider
may also be a Lender. The rights of the Swap Provider to payment under the
Master Agreement shall be subordinated to the prior payment to the Lenders under
this Agreement and the Note in accordance with the provisions of Section 8.02
hereof.

                                   ARTICLE IX

                       THE AGENT AND THE SECURITY TRUSTEE

         SECTION 9.01. APPOINTMENT AND GRANTING. (a) THE AGENT. Each Lender
irrevocably appoints and authorizes each of the Agent to act as its agent
hereunder and under any of the other Loan Documents with such powers as are
specifically delegated to the Agent by the terms of this Agreement and of any of
the other Loan Documents, together with such other powers as are reasonably
incidental thereto.

         (b) THE SECURITY TRUSTEE. (i) AUTHORIZATION OF SECURITY TRUSTEE. Each
of the Lenders, the Agent and the Swap Provider has authorized the execution and
delivery of this Article IX pursuant to which the Security Trustee will act as
the Mortgagee of each of the Mortgaged Vessels and as Assignee and secured party
with respect to the other Security Documents, and as to any proceeds derived
from enforcement thereof.

                  (ii) GRANTING CLAUSE. To secure the payment of all sums of
         money from time to time owing to the Lenders under this Agreement, the
         Note and the Security Documents in the maximum principal amount of
         $49,600,000 plus any amounts due under the Master Agreement and accrued
         interest thereon and all other amounts owing to the Lenders, the Agent,
         the Swap Provider or the Security Trustee pursuant to this Agreement,
         the Note and the Security Documents, and the performance of the
         covenants of the Borrowers and any other obligor herein and therein
         contained, and in consideration of the premises and of the covenants
         herein contained and of the extensions of credit by the Lenders, the
         Security Trustee does hereby declare that it will hold as such trustee
         in trust for the benefit of the



                                       54
<PAGE>

         Lenders, the Agent, and the Swap Provider, from and after the execution
         and delivery thereof, all of its right, title and interest as mortgagee
         in, to and under each of the Mortgages and its right, title and
         interest as Assignee and secured party under the other Security
         Documents. The right, title and interest of the Security Trustee in and
         to the property, rights and privileges described above, from and after
         the execution and delivery thereof, and all property hereafter
         specifically subjected to the lien of the indenture created hereby and
         by the Security Documents by any amendment hereto or thereto are herein
         collectively called the "ESTATE". TO HAVE AND TO HOLD the Estate unto
         the Security Trustee and its successors and assigns forever. BUT IN
         TRUST, NEVERTHELESS, for the equal and proportionate benefit and
         security of the Lenders, the Agent, the Swap Provider and their
         respective successors and assigns without (except as otherwise set
         forth in Sections 9.02 and 9.03 of this Agreement) any priority of any
         one over any other. UPON CONDITION that, unless and until an Event of
         Default under this Agreement shall have occurred and be continuing, the
         Borrowers shall be permitted, to the exclusion of the Security Trustee,
         to possess and use the Mortgaged Vessels. IT IS HEREBY COVENANTED,
         DECLARED AND AGREED that all property subject or to become subject
         hereto is to be held, subject to the further covenants, conditions,
         uses and trusts hereinafter set forth, and the Borrowers, for
         themselves and their respective successors and assigns, hereby covenant
         and agree to and with the Security Trustee and its successors in said
         trust, for the equal and proportionate benefit and security of the
         Lenders, the Agent and the Swap Provider as hereinafter set forth.

                  (iii) ACCEPTANCE OF TRUSTS. The Security Trustee hereby
         accepts the trusts imposed upon it as Security Trustee by this
         Agreement, and the Security Trustee covenants and agrees to perform the
         same as herein expressed and agrees to receive and disburse all monies
         constituting part of the Estate in accordance with the terms hereof.

         (c) SCOPE OF DUTIES. Neither the Agent nor the Security Trustee (which
terms as used in this sentence and in Section 9.05 and the first sentence of
Section 9.06 hereof shall include reference to their respective affiliates and
their own respective and their respective affiliates' officers, directors,
employees, agents and attorneys-in-fact): (i) shall have any duties or
responsibilities except those expressly set forth in this Agreement and in any
of the Collateral, and shall not by reason of this Agreement or any of the
Security Documents be (except, with respect to the Security Trustee, as
specifically stated to the contrary in this Agreement) a trustee for a Lender;
(ii) shall be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or in any of the
Collateral, or in any certificate or other document referred to or provided for
in, or received by any of them under, this Agreement or any of the Collateral,
or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any of the Collateral or any other document
referred to or provided for herein or therein or for any failure by either of
the Borrowers or any other Person to perform any of its obligations hereunder or
thereunder or for the location, condition or value of any property covered by
any lien under any of the Collateral or for the creation, perfection or priority
of any such lien; (iii) shall be required to initiate or conduct any litigation
or collection proceedings hereunder or under any of the Collateral unless
expressly instructed to do so in writing by the Lenders; and (iv) shall be
responsible for any action taken or omitted to be taken by it hereunder or under
any of the Collateral or under any other document or instrument referred to or
provided for herein or therein or in connection herewith or therewith, except
for its own gross negligence or willful misconduct. Each of the Security Trustee
and the Agent may employ agents and attorneys-in-fact and neither



                                       55
<PAGE>

the Security Trustee nor the Agent shall be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it in good faith.
Each of the Security Trustee and the Agent may deem and treat the payee of the
Note as the holder thereof for all purposes hereof unless and until a written
notice of the assignment or transfer thereof shall have been filed with the
Agent.

         SECTION 9.02. RELIANCE . Each of the Security Trustee and the Agent
shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telex, telefacsimile, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper person or persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Security Trustee or the Agent, as the case may be. As to any matters not
expressly provided for by this Agreement or any of the Collateral, each of the
Security Trustee and the Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder or thereunder in accordance with
instructions signed by the Lenders, and such instructions of any one of the
Lenders and any action taken or failure to act pursuant thereto shall be binding
on all of the Lenders.

         SECTION 9.03. KNOWLEDGE. Neither the Security Trustee nor the Agent
shall be deemed to have knowledge or notice of the occurrence of a Default or
Event of Default (other than, in the case of the Agent, the non-payment of
principal of or interest on the Loan or any Advance) unless each of the Security
Trustee and the Agent has received notice from a Lender or the Borrowers
specifying such Default and stating that such notice is a "Notice of Default".
If the Agent received such a notice of the occurrence of such Default or Event
of Default, the Agent shall give prompt notice thereof to the Security Trustee
and the Lenders (and shall give each Lender prompt notice of each such
non-payment). Subject to Section 9.08 hereof, the Security Trustee and the Agent
shall take such action with respect to such Event of Default or other event as
shall be directed by the Lenders, except that, unless and until the Security
Trustee and the Agent shall have received such directions, each of the Security
Trustee and the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Event of Default or other
event as it shall deem advisable in the best interest of the Lenders.

         SECTION 9.04. SECURITY TRUSTEE AND AGENT AS LENDERS. Each of the
Security Trustee and the Agent (and any successor acting as Security Trustee or
Agent, as the case may be) in its individual capacity as a Lender hereunder
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not acting as the Security Trustee or the
Agent, as the case may be, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include each of the Security Trustee and the Agent
in their respective individual capacities. Each of the Security Trustee and the
Agent (and any successor acting as Security Trustee and Agent, as the case may
be) and their respective affiliates may (without having to account therefor to a
Lender) accept deposits from, lend money to and generally engage in any kind of
banking, trust or other business with the Borrowers (or any of them and any of
their respective subsidiaries or affiliates) as if it were not acting as the
Security Trustee or the Agent, as the case may be, and each of the Security
Trustee and the Agent and their respective affiliates may accept fees and other
consideration from the Borrowers for services in connection with this Agreement
or otherwise without having to account for the same to the Lenders.

         SECTION 9.05. INDEMNIFICATION OF SECURITY TRUSTEE AND AGENT. The
Lenders agree to indemnify each of the Agent and the Security Trustee (to the
extent not reimbursed under other provisions of this Agreement, but without
limiting the obligations of the Borrowers under said



                                       56
<PAGE>

other provisions, ratably in accordance with the aggregate principal amount of
each Lenders' participation in the Loan), for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Security Trustee or the Agent in any way
relating to or arising out of this Agreement or any of the Collateral or any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby (including, without limitation, the costs and
expenses which the Borrowers are to pay hereunder, but excluding, unless an
Event of Default has occurred and is continuing, normal administrative costs and
expenses incident to the performance of their respective agency duties
hereunder) or the enforcement of any of the terms hereof or thereof or of any
such other documents, except that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

         SECTION 9.06. RELIANCE ON SECURITY TRUSTEE OR AGENT. Each Lender agrees
that it has, independently and without reliance on the Security Trustee, the
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of the Borrowers and decision
to enter into this Agreement and that it will, independently and without
reliance upon the Security Trustee, the Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or any of the Collateral. None of the Security Trustee or
the Agent shall be required to keep itself informed as to the performance or
observance by the Borrowers of this Agreement or any of the Collateral or any
other document referred to or provided for herein or therein or to inspect the
properties or books of any of the Borrowers. Except for notices, reports and
other documents and information expressly required to be furnished to the
Lenders by the Security Trustee or the Agent hereunder, neither the Security
Trustee nor the Agent shall have any duty or responsibility to provide a Lender
with any credit or other information concerning the affairs, financial condition
or business of the Borrowers or any of its parents or affiliates which may come
into the possession of the Security Trustee, the Agent or any of their
respective affiliates.

         SECTION 9.07. ACTIONS BY SECURITY TRUSTEE AND AGENT. Except for action
expressly required of the Security Trustee or the Agent hereunder and under the
other Collateral, each of the Security Trustee, the Security Trustee and the
Agent shall in all cases be fully justified in failing or refusing to act
hereunder and thereunder unless it shall receive further assurances to its
satisfaction from the Lenders of their indemnification obligations under Section
9.05 hereof against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action.

         SECTION 9.08. RESIGNATION. Subject to the appointment and acceptance of
a successor Security Trustee or Agent (as the case may be) as provided below,
each of the Security Trustee and the Agent may resign at any time by giving
notice thereof to the Lenders and the Borrowers, and the Security Trustee or the
Agent may be removed at any time with or without cause by the Lenders. Upon any
such resignation or removal, the Lenders shall have the right to appoint a
successor Security Trustee or Agent, as the case may be. If no successor
Security Trustee or Agent, as the case may be, shall have been so appointed by
the Lenders or, if appointed, shall not have accepted such appointment within 30
days after the retiring Security Trustee's or Agent's, as the case may be,
giving of notice of resignation or the Lenders' removal of the retiring Security
Trustee or Agent, as the case may be, then the retiring Security Trustee or
Agent, as the case may



                                       57
<PAGE>

be, may, on behalf of the Lenders, appoint a successor Security Trustee or
Agent, as the case may be, which shall be a Lender, or a Lender with an
affiliate, which has an office in New York, New York. Upon the acceptance of any
appointment as Security Trustee or Agent hereunder by a successor Security
Trustee or Agent, such successor Security Trustee or Agent, as the case may be,
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Security Trustee or Agent, as the case may
be, and the retiring Security Trustee or Agent shall be discharged from its
duties and obligations hereunder. After any retiring Security Trustee or Agent's
resignation or removal hereunder as Security Trustee or Agent, as the case may
be, the provisions of this Article IX shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as the Security Trustee or the Agent, as the case may be.

         SECTION 9.09. RELEASE OF COLLATERAL. Without the prior written consent
of the Majority Lenders, neither the Security Trustee nor the Agent will consent
to any modifications, supplement or waiver under any of the Collateral nor
without the prior written consent of all of the Lenders release any collateral
or otherwise terminate any lien under the Collateral, except that no such
consent is required, and each of the Security Trustee and the Agent is
authorized, to release any lien covering property if the Obligations have been
paid and performed in full or which is the subject of a disposition of property
permitted hereunder or to which the Majority Lenders have consented.

                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01. JUDGMENT CURRENCY. If for the purpose of obtaining
judgment in any court in any country it becomes necessary to convert into any
other currency (herein called a "Judgment Currency") any amount of the Loan or
any Advance thereof payable hereunder or other sum payable by the Borrowers
under this Agreement, the Note, the Collateral or any instrument granting or
creating rights in any of the Collateral, then such conversion shall be made at
the Rate of Exchange (as hereinafter defined) prevailing one Banking Day before
the day on which judgment is given. For this purpose "Rate of Exchange" means
for the Agent or any Lender, as the case may be, the rate at which the Agent or
such Lender is able on the relevant date of conversion to purchase the relevant
amount of the Loan or any Advance thereof or other sum as aforesaid with the
Judgment Currency. If there is a change in the Rate of Exchange prevailing
between the Banking Day before the day on which the judgment is given and the
actual date of payment of the amount due, the Borrowers agree to pay such
additional or lesser amounts as the case may be (if any) as may be necessary to
ensure that the amount thus paid on such date is the amount in the Judgment
Currency which when computed at the Rate of Exchange prevailing on the date of
payment is the amount then due and payable under this Agreement in the currency
of the Loan before conversion into the Judgment Currency was made. Any amount
due from the Borrowers under this Section shall be due and payable as a separate
debt and shall not be affected by judgment being obtained for any other sums due
under or in respect of this Agreement.

         SECTION 10.02. BOOKS OF LENDERS AND THE AGENT CONCLUSIVE. To determine
the amount and origin of any amount due to a Lender or to the Agent, as the case
may be, at any time by the Borrowers pursuant to this Agreement, the Note, the
Collateral or any instrument granting or creating rights in any of the
Collateral, the books and accounts of each Lender and the Agent shall



                                       58
<PAGE>

(save in the case of manifest error) always be conclusive that payment of any
amount being claimed by such Lender or the Agent is due and payable and payment
can at no time be suspended or withheld by the Borrowers by reason of a dispute
on what is due and payable, without prejudice, however, to the obligation of
such Lender and the Agent to repay any amount collected or received in excess.

         SECTION 10.03. COSTS AND EXPENSES; INDEMNITY. (a) Whether or not any
Advances are made or the transactions contemplated by this Agreement are
consummated (including, without limitation, the proposed execution and delivery
of the other Loan Documents), the Borrowers agree, jointly and severally, to pay
on demand all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
the Loan Documents and the other documents to be delivered hereunder, including,
without limitation, (i) all due diligence, transportation, computer,
duplication, appraisal, audit and insurance expenses and fees and expenses of
consultants engaged with the prior consent of the Borrowers (which consent shall
not be unreasonably withheld) and (ii) the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and for advising the
Agent as to its rights and responsibilities under this Agreement. The Borrowers
further agree, jointly and severally, to pay on demand all costs and expenses of
the Agent, the Swap Provider and the Lenders (including, without limitation,
reasonable counsel fees and expenses, including such counsel who are employees
of the Lenders, the Swap Provider and the Agent), for the enforcement (whether
through negotiations, legal proceedings or otherwise) of the Loan Documents and
the other documents to be delivered hereunder, including, without limitation,
reasonable counsel fees and expenses for the enforcement of rights under this
Section 10.03(a).

         (b) The Borrowers agree, jointly and severally, to indemnify and hold
harmless the Agent and each Lenders and each of their respective Affiliates,
control persons, officers, directors, employees and agents (each an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and disbursements of
counsel) for which any of them may become liable or which may be incurred by or
asserted against any of them in connection with or by reason of (or in
connection with the preparation for a defense of) any investigation of,
preparation for or defense of any pending or threatened claim or any action or
proceeding arising out of, related to or in connection with the transactions
described herein or the use of proceeds of any Advance, whether or not any
Indemnified Party or a Borrower is a party thereto, whether or not the
transactions contemplated hereby are consummated and whether or not any such
claim, investigation, litigation or proceeding is brought by a Borrower or any
other person (excluding any claims, damages, liabilities or expenses found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct).

         (c) If any payment of principal of any Borrowing is made by the
Borrowers to or for the account of a Lender other than on the last day of the
Interest Period for such Borrowing for any reason other than in accordance with
Section 2.07(c) or acceleration of the maturity of the Note pursuant to Section
8.01, the Borrowers shall, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses which it may reasonably incur as a result of such payment, including,
without limitation, any loss, cost or expense incurred by



                                       59
<PAGE>

reason of the liquidation or reemployment of deposits or other funds acquired by
any Lender to fund or maintain such Advance.

         (d) The indemnities provided in this Section 10.03 shall survive the
repayment of the Advances and the termination of this Agreement.

         SECTION 10.04. NOTICES. All communications provided for or permitted
hereunder shall be in writing or by telex or telefacsimile confirmed in writing
and shall be delivered, air mailed, telexed or transmitted to the following
addresses:

If addressed to:

         The Borrowers:    c/o Seabulk International, Inc.
                           2200 Eller Drive, Building 27
                           Fort Lauderdale, Florida 33316
                           Attention: Legal Dept.
                           Fax: 954-527-1772

         The Guarantors:   c/o Seabulk International, Inc.
                           2200 Eller Drive, Building 27
                           Fort Lauderdale, Florida 33316
                           Attention: Legal Dept.
                           Fax: 954-527-1772

         The Agent, the Security Trustee or the Swap Provider:

                           Nordea Bank Finland Plc, New York Branch
                           437 Madison Avenue
                           New York, New York 10022
                           Fax:  212-421-4420
                           Attention: Martin Lunder and Anne Engen

         Any Lender:       To the address set forth for each Lender on
                           Schedule 1 hereto.

or to such other address as any party to receive such communication may
designate by written notice to the other. Any such communication shall be deemed
to have been validly given and received on the date of dispatch (or, if received
after normal business hours, on the next Banking Day following such date) if
sent by telefacsimile (as verified by automatic telefacsimile verification by
the sender's machine and confirmed in writing) and five (5) Banking Days after
having been posted if sent by first class airmail post.

         SECTION 10.05. SUCCESSORS AND ASSIGNS. (a) BINDING EFFECT. This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders and the Agent and their respective successors and assigns, except where
the context otherwise requires.

         (b) ASSIGNMENTS AND PARTICIPATIONS.



                                       60
<PAGE>

                  (i) None of the Credit Parties may assign or transfer any of
         their rights hereunder without the prior written consent of the
         Majority Lenders.

                  (ii) Each Lender shall be entitled to assign its rights and
         obligations under this Agreement or grant participation(s) in its
         Commitment hereunder to any subsidiary, holding company or other
         Affiliate of such Lender, to any subsidiary or other Affiliate company
         of any thereof or, with the consent of the Borrowers, not to be
         unreasonably withheld, to any other bank or financial institution, and
         such Lender shall forthwith give notice of any such assignment or
         participation to the Borrowers and the Agent; PROVIDED, HOWEVER, that
         any such assignment must be made pursuant to an Assignment and
         Acceptance. The Borrowers will take all reasonable actions requested by
         the Agent or any Lender to effect such assignment, including, without
         limitation, the execution of a written consent to such assignment. Any
         such assignment pursuant to this Section 10.05 shall be at no
         additional cost to the Borrowers.

                  (iii) The Agent shall maintain at its address referred to in
         Section 10.04 a copy of each Assignment and Acceptance delivered to and
         accepted by it and a register for the recordation of the names and
         addresses of the Lenders and the Commitment of, and principal amount of
         the Advances owing to, each Lender from time to time (the "Register").
         The entries in the Register shall be conclusive and binding for all
         purposes, absent manifest error, and the Borrowers, the Agent, and the
         Lenders may treat each Person whose name is recorded in the Register as
         a Lender hereunder for all purposes of this Agreement. The Register
         shall be available for inspection by the Borrowers or any Lender at any
         reasonable time and from time to time upon reasonable prior notice.

                  (iv) Upon its receipt of an Assignment and Acceptance executed
         by an assigning Lender and an assignee, the Agent shall, if such
         Assignment and Acceptance has been completed and is in substantially
         the form of Exhibit A hereto, (A) accept such Assignment and
         Acceptance, (B) record the information contained therein in the
         Register and (C) give prompt notice thereof to the Borrowers.

                  (v) In the event a Lender sells a participation to one or more
         banks or other entities in or to all or a portion of its rights and
         obligations under this Agreement (including without limitation, all or
         a portion of its Commitment and the Advances owing to it): (A) such
         Lender's obligations under this Agreement (including, without
         limitation, its Commitment to the Borrowers hereunder) shall remain
         unchanged, (B) such Lender shall remain solely responsible to the other
         parties hereto for the performance of such obligations, (C) such Lender
         shall remain the Lender for all purposes of this Agreement, (D) the
         Borrowers, the Agent and the other Lenders shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under this Agreement and (E) no participant
         under any such participation shall have any right to approve any
         amendment or waiver of any provision of any Loan Document, or any
         consent to any departure by the Borrowers therefrom.

                  (vi) Any Lender may, in connection with any assignment or
         participation or proposed assignment or participation pursuant to this
         Section 10.05, disclose to the assignee or participant or proposed
         assignee or participant, any information relating to the Borrowers to
         be furnished to such Lender by or on behalf of the Borrowers.



                                       61
<PAGE>

         (c) ASSIGNMENT TO FEDERAL RESERVE LENDER. Notwithstanding any other
provision in this Agreement, a Lender may at any time create a security interest
in all or any portion of its rights under this Agreement, the Note and/or any of
the Collateral (including, without limitation, its participation in the Loan) in
favor of any Federal Reserve Lender of the Board of Governors of the Federal
Reserve System.

         SECTION 10.06. FINANCING STATEMENTS. The Agent is hereby authorized to
sign and file Financing Statements and amendments thereto (including Forms UCC-1
and UCC-3) on behalf of the Borrowers as provided in Article 9 of the Uniform
Commercial Code.

         SECTION 10.07. MODIFICATION OF AGREEMENT. Except as otherwise provided
in this Agreement, this Agreement or any term hereof may be amended, modified,
waived, discharged or terminated only by an instrument in writing, signed by the
Credit Parties, the Agent and the Lenders or by the Credit Parties and the Agent
acting with the consent of the Lenders; except that no amendment, modification
or waiver shall, unless by an instrument signed by all the Lenders or by the
Agent acting with the consent of all of the Lenders: (i) increase the commitment
of any Lender or increase or extend the term, or extend the time or waive any
requirement for the reduction or termination, of any Advance, (ii) extend the
date fixed for the payment of principal or interest on any Advance, (iii) reduce
the amount of any payment of principal thereof or the rate at which interest is
payable thereon or any fee is payable hereunder, (iv) alter the terms of this
Section 10.07, (v) waive any of the conditions precedent set forth in Article
III, or (vi) release any Collateral, except as contemplated in the this
agreement.

         SECTION 10.08. GOVERNING LAW. This Agreement and the Note shall be
governed by and construed in accordance with the laws of the State of New York.

         SECTION 10.09. WAIVER OF JURY TRIAL. THE CREDIT PARTIES IRREVOCABLY
WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DOCUMENTS
OR TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 10.10. WAIVER OF IMMUNITIES. IF A CREDIT PARTIES ACQUIRES ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS WHETHER
SERVICE OR NOTICE, ATTACHMENT BEFORE JUDGMENT, ATTACHMENT IN AID OF EXECUTION,
EXECUTION OR OTHERWISE WITH RESPECT TO ITSELF, ITS PROPERTY OR REVENUES, SUCH
CREDIT PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS HEREUNDER, UNDER THE NOTES OR THE
COLLATERAL.

         SECTION 10.11. CONSENT TO JURISDICTION. Each of the parties hereby
agrees that any legal action or proceeding with respect to this Agreement, the
Note or any of the Collateral or any instrument granting or creating rights in
any of the Collateral, or to enforce any judgment obtained against any of the
Credit Parties may be brought in the courts of any jurisdiction where a Credit
Party or any of its assets may be found or located, or in the courts of the
State of New York, Borough of Manhattan, or in the United States Federal courts
in Southern District of New York, or in the courts of any other appropriate
jurisdiction, as such party may elect; and by



                                       62
<PAGE>

execution and delivery of this Agreement, each party irrevocably submits to each
such jurisdiction and service of process may be made as provided by law.

         The Credit Parties hereby irrevocably designate, appoint and empower
Corporate Creations Network Inc., 15 North Mill Street, Nyack, NY 10960, United
States of America, as their authorized agent solely to receive for and on its
behalf service of summons or other legal process in any action, suit or
proceeding the Security Trustee, the Agent or any of the Lenders may bring with
respect to this Agreement or any of the other Loan Documents within the
jurisdictions of courts of the State of New York, Borough of Manhattan, or in
the United States Federal courts in Southern District of New York, or in the
courts of any other appropriate jurisdiction, as such party may elect. As long
as this Agreement remains in force, the Credit Parties shall maintain a duly
appointed and authorized agent to receive for and on their behalf service of any
summons, complaint or other legal process in any action, suit or proceeding the
Security Trustee, the Agent or any of the Lenders may bring with respect to this
Agreement or any of the other Loan Documents within the jurisdictions of courts
of the State of New York, Borough of Manhattan, or in the United States Federal
courts in Southern District of New York, or in the courts of any other
appropriate jurisdiction, as such party may elect with respect to this
Agreement. The Credit Parties shall keep the Agent advised of the identity and
location of such agent.

         Final judgment against any of the Credit Parties (a certified or
exemplified copy of which shall be conclusive evidence of the fact and of the
amount of any indebtedness of such company therein described) in any such action
or proceeding shall be conclusive and may be enforced in any other jurisdiction
by suit on the judgment. THE CREDIT PARTIES IRREVOCABLY WAIVE ANY CLAIM THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

         SECTION 10.12. RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of the Borrowers (except for
fiduciary and custody accounts or deposits held to or for the credit of the
Borrowers and which were identified as such at the establishment of such account
in accordance with normal banking practice) against any and all of the
obligations of the Borrowers to all of the Lenders, pro rata, now or hereafter
existing under this Agreement, whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. Each
Lender agrees promptly to notify the Borrowers and the Agent after any such
set-off and application made by such Lender, PROVIDED that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which such
Lender may have.

         SECTION 10.13. NO WAIVER; REMEDIES. No failure on the part of any
Lender or the Agent or the Security Trustee to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.




                                       63
<PAGE>

         SECTION 10.14. 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 provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         SECTION 10.15. EXECUTION IN COUNTERPARTS; INTEGRATION. This Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. This Agreement and the exhibits and schedules hereto constitute the
entire agreement and understanding among the parties hereto and supersede any
and all prior agreements and understandings, oral or written, relating to the
subject matter hereof.

         SECTION 10.16. JOINT AND SEVERAL. The obligations of the Credit Parties
under this Agreement and the other Loan Documents and under each provision
hereof are joint and several whether or not so specified in any provision
hereof. Each Borrower shall be entitled to rights of contribution as against the
other Borrower, provided, however, that such rights of contribution shall (a)
not in any way condition or lessen the liability of any Borrower as a joint and
several borrower for the whole of the obligations owed to the Lenders hereunder,
under the Note or under the Loan Documents and (b) be fully subject and
subordinate to the rights of the Lenders hereunder, under the Note and under the
Loan Documents.

         SECTION 10.17. HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.




                                       64
<PAGE>
         WHEREFORE, the parties hereto have caused this Loan Agreement to be
executed by their officers or representatives thereunto duly authorized on the
day, month and year first above written.

SEABULK GLOBAL TRANSPORT, INC.,               SEABULK OVERSEAS TRANSPORT, INC.,
as Borrower                                   as Borrower

By /s/ L. Stephen Willrich                    By  /s/ L. Stephen Willrich
   ------------------------------                -------------------------------
Name:  L. Stephen Willrich                    Name:  L. Stephen Willrich
Title: President                              Title: President

SEABULK INTERNATIONAL, INC.
SEABULK GLOBAL CARRIERS, INC.
SEABULK TANKERS, INC.,
as Guarantors

By /s/ Vincent J. deSostoa
   ------------------------------
Name: Vincent J. deSostoa
Title: Senior Vice President

NORDEA BANK NORGE ASA,
Grand Cayman Branch, as Lender

By /s/ Martin Lunder                          By /s/ Anne Engen
   ------------------------------                -------------------------------
Name:  Martin Lunder                          Name:   Anne Engen
Title: Senior Vice President                  Title:  Vice President

NORDEA BANK FINLAND PLC,
New York Branch, as Arranger and Agent

By /s/ Martin Lunder                          By /s/ Anne Engen
   ------------------------------                -------------------------------
Name:  Martin Lunder                          Name:   Anne Engen
Title: Senior Vice President                  Title:  Vice President

NORDEA BANK FINLAND PLC,
New York Branch, as Security Trustee

By /s/ Martin Lunder                          By /s/ Anne Engen
   ------------------------------                -------------------------------
Name:   Martin Lunder                         Name:   Anne Engen
Title:  Senior Vice President                 Title:  Vice President

NORDEA BANK FINLAND PLC,
New York Branch, as Swap Provider

By /s/ Martin Lunder                          By /s/ Anne Engen
   ------------------------------                -------------------------------
Name:   Martin Lunder                         Name:   Anne Engen
Title:  Senior Vice President                 Title:  Vice President




                                       65
<PAGE>
                                                                      SCHEDULE 1


                             LENDERS AND COMMITMENTS


Lender                                                         Commitment
------                                                         ----------

NORDEA BANK NORGE ASA                                         $49,600,000
Grand Cayman Branch
437 Madison Avenue
New York, New York 10022
Attention: Martin Lunder and Anne Engen

Facsimile: 212-421-4420

WITH A COPY TO:

NORDEA BANK FINLAND PLC
New York Branch
437 Madison Avenue
New York, New York 10022
Attention: Martin Lunder and Anne Engen

Facsimile: 212-421-4420




<PAGE>



                                                                     EXHIBIT "A"

                        FORM OF ASSIGNMENT AND ACCEPTANCE


Dated as of _______________


         Reference is made to the Loan Agreement dated as of March 18, 2004 (as
the same may be from time to time amended, supplemented or otherwise modified,
the "Loan Agreement") among (i) SEABULK GLOBAL TRANSPORT, INC. and SEABULK
OVERSEAS TRANSPORT, INC., each a Liberian corporation, as joint and several
borrowers (each, a "Borrower" and collectively, the "Borrowers"), (ii) the
Guarantors named therein, (iii) the banks and financial institutions named
therein as Lenders (each, a "Lender", and collectively, the "Lenders"), (iv)
Nordea Bank Finland plc, New York Branch, as agent (the "Agent"), (v) Nordea
Bank Finland plc, New York Branch, as Arranger, and (vi) Nordea Bank Finland
plc, New York Branch, as Swap Provider, pursuant to which the Lenders agreed to
lend to the Borrowers up to US$49,600,000 to finance the acquisition of the
Liberian registered vessels SEABULK RELIANT and SEABULK TRUST. Terms defined in
the Loan Agreement are used herein with the same meanings.

         ______________________ (the "Assignor") and ________________________
(the "Assignee") agree as follows:

         1. As of the Effective Date (defined in Paragraph 4 below), the
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, that interest in and to all of the
Assignor's rights and obligations under the Loan Agreement which represents the
Percentage Interest specified in Section 1 of Annex 1 hereto in the Assignor's
Commitment and the Advance owing to the Assignor. After giving effect to such
sale and assignment, the Assignee's Commitment and the amount of the Advance
owing to the Assignee will be as set forth in Section 2 of Annex 1.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; and (ii) makes no
representation or warranty and assumes no responsibility with respect to (a) any
statements, warranties or representations made in or in connection with the Loan
Agreement, the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Agreement, or any other instrument or document
furnished pursuant thereto and (b) the financial condition of the Borrowers or
the performance or observance by the Borrowers of any of its obligations under
the Loan Agreement or any other instrument or document furnished pursuant
thereto.

         3. The Assignee (i) confirms that it has received a copy of the Loan
Agreement and the other Loan Documents, together with copies of the financial
statements referred to in the Loan Agreement, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to



<PAGE>

make its own credit decisions in taking or not taking action under the Loan
Agreement; (iii) appoints and authorizes the Agent to take such action as agent
on its behalf and to exercise such powers under the Loan Agreement as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (iv) agrees that it will be bound by the Loan
Agreement and perform in accordance with its terms all of the obligations which
by the terms of the Loan Agreement are required to be performed by it as a
Lender; (v) specifies as its address for notices the offices set forth beneath
its name on the signature page hereof; and (vi) attaches hereto an executed
counterpart signature page to the Loan Agreement (reflecting the Assignee's
aggregate commitment after giving effect hereto).

         4. The effective date (the "Effective Date") for this Assignment and
Acceptance shall be the date of acceptance hereof by the Agent, unless a later
date is specified in Annex 1 hereto, PROVIDED THAT no Assignment and Acceptance
shall be effective until and unless the terms and conditions of Section 10.05 of
the Loan Agreement are complied with. Following the execution of this Assignment
and Acceptance, two counterparts will be promptly delivered by the Assignee to
the Agent, and the Agent shall promptly forward a counterpart to the Borrowers.

         5. Upon such acceptance and recording, as of the Effective Date, (i)
the Assignee shall be a party to the Loan Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder; and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Loan Agreement.

         6. Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments under the Loan Agreement in respect of
the assignment effected hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Loan Agreement for periods prior to the Effective Date directly
between themselves.

         7. This Assignment and Acceptance shall be governed by, and shall be
construed in accordance with, the laws of the State of New York.

NAME OF ASSIGNOR


By: --------------------------------
      Title:

NAME OF ASSIGNEE


By: --------------------------------
      Title:

Address for Notices:

------------------------------------

------------------------------------

------------------------------------



                                       2
<PAGE>


                                     Annex 1
                                       to
                            Assignment and Acceptance
                            Dated as of ____________


SECTION 1

         Percentage Interest:


SECTION 2

         Assignee's Commitment:                               $

         Aggregate Outstanding Principal
         Amount of Advances owing to
         the Assignee:                                        $


SECTION 3

         Effective Date:


                                            NAME OF ASSIGNOR


                                            By:
                                                --------------------------------
                                                  Title:







                                       3
<PAGE>


                                                                     EXHIBIT "B"

                         FORM OF ASSIGNMENT OF EARNINGS





<PAGE>


                                                                     EXHIBIT "C"

                        FORM OF ASSIGNMENT OF INSURANCES





<PAGE>


                                                                     EXHIBIT "D"

                           FORM OF DESIGNATION NOTICE

ADDRESS



                            Transaction Reference #

         The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the Swap Transaction entered into between
(a) Nordea Bank Finland Plc, New York Branch ("Party A"), and (b) Seabulk Global
Transport, Inc., Seabulk Overseas Transport, Inc. and Seabulk International,
Inc. (collectively, "Party B"), on the Trade Date specified below. This is a
Designated Transaction for purposes of the Loan Agreement dated as of March 18,
2004 among Seabulk Global Transport, Inc. and Seabulk Overseas Transport, Inc.,
as joint and several Borrowers, the Seabulk International, Inc. and the other
guarantors named therein, as joint and several Guarantors, the banks and
financial institutions listed on Schedule 1 thereto as Lenders, Nordea Bank
Finland Plc, as Agent, Nordea Bank Finland Plc, as Security Trustee, and Party
A, as Swap Provider.

         The definitions and provisions contained in the 2000 ISDA Definitions,
as published by the International Swaps and Derivatives Association, Inc.
("ISDA") are incorporated in this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern.

1.       This Confirmation supplements, forms part of, and is subject to, the
         ISDA Master Agreement dated as of _____ __, 2004, as amended and
         supplemented from time to time (the "Agreement"), between Party A and
         Party B. All provisions contained in the Agreement shall govern this
         confirmation except as expressly modified below.

2.       The terms of the particular Swap Transaction to which this Confirmation
         relates are as follows:

         Notional Amount:

         Trade Date:


         Effective Date:

         Termination Date:                     , subject to adjustment in
                                               accordance with the Modified
                                               Following Business Day Convention

Fixed Amounts:

         Fixed Rate Payer:                     Party  B



<PAGE>

         Fixed Rate Payer Payment Dates:                 , subject to adjustment
                                               in accordance with the Modified
                                               Following Business Day Convention

         Fixed Rate:

         Fixed Rate Day Count Fraction:        Actual/360

Floating Amounts:
         Floating Rate Payer:                  Party  A

         Floating Rate Payer Payment Dates:                         , subject to
                                               adjustment in accordance with the
                                               Modified Following Business Day
                                               Convention


Floating Rate for Initial Calculation Period:

         Floating Rate Option:

         Spread:                               Inapplicable

         Floating Rate Day Count Fraction:     Actual/360

         Reset Dates:                          The first day of each Calculation
                                               Period, subject to adjustment in
                                               accordance with the modified
                                               following Business Day


         Compounding:                          Inapplicable

         Business Days:

         Calculation Agent:                    Party A


3.       Account Details:

         Payments to Party A: Nordea Bank, Helsinki, for Nordea Bank Plc, New
         York

         Payments to Party B: Nordea Bank Finland Plc, New York Branch, pursuant
         to the terms of the Loan Agreement

4.       Offices:

         (a)      The Office of Party A for the Swap Transaction is New York,
                  New York


                                       2
<PAGE>

         (b)      The Office of Party B for the Swap Transaction is Fort
                  Lauderdale, Florida

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing one copy of this Confirmation and returning it to us.

                                       NORDEA BANK FINLAND Plc,


                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:


                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:


                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:





Confirmed as of the date
first written above:

SEABULK GLOBAL TRANSPORT, INC.,        SEABULK OVERSEAS TRANSPORT, INC.,
as Borrower                            as Borrower


By                                     By
   -----------------------------          --------------------------------------
Name:                                  Name:
Title:                                 Title:


SEABULK INTERNATIONAL, INC.


By:
    ---------------------------
Name:
Title:




                                       3
<PAGE>


                                                                     EXHIBIT "E"


                                FORM OF MORTGAGE



<PAGE>


                                                                     EXHIBIT "F"

                                  FORM OF NOTE




<PAGE>


                                                                     EXHIBIT "G"

                           FORM OF NOTICE OF DRAWDOWN

                               NOTICE OF DRAWDOWN


March __, 2004


NORDEA BANK FINLAND PLC, New York Branch
As Agent
437 Madison Avenue
New York, NewYork 10022


Ladies and Gentlemen:

The undersigned refers to the Loan Agreement dated as of March 18, 2004 (the
"Loan Agreement") among (i) the undersigned as Borrowers, (ii) the Guarantors
named therein, (iii) the banks and financial institutions named therein as
Lenders, (iv) Nordea Bank Finland plc, New York Branch, as Agent, (v) Nordea
Bank Finland plc, New York Branch, as Security Trustee, and (vi) Nordea Bank
Finland plc, New York Branch, as Swap Provider. All capitalized terms not
otherwise defined have the meaning ascribed to them in the Loan Agreement.

The undersigned hereby gives you irrevocable notice that it hereby requests an
Advance under the Loan Agreement as follows:

         (a)      The Drawdown Date of the proposed Advance is March __, 2004.

         (b)      The aggregate principal amount of the Advance is $__________,
                  consisting of a Tranche A portion in the amount of $__________
                  and a Tranche B portion in the amount of $_____________ and
                  the initial Interest Period is _______ month(s).

         (c)      The proceeds of the Advance are to be used to acquire the
                  Panamanian registered vessel WORLD __________ (t.b.r SEABULK
                  ___________ and reflagged under Liberian flag) from its
                  present owner, _______________.

         (d)      The payment instructions for the Advance are as follows:

                  Amount:                   $_______________

                  For Credit to:            the account of HSH Nordbank, London
                                            Branch, with Wachovia Bank, N.A.,
                                            New York

                  SWIFT Code:               PNBPUS3NNYC





<PAGE>

                  For Further Credit to:    the account of ___________, Account
                                            Number _________, with HSH Nordbank,
                                            London Branch, SWIFT Code: HSHNGB2L

                  Reference:                Sale of M/T _________


                  -and-

                  Amount:                   $_________

                  Bank:                     Citibank N.A.
                                            111 Wall Street
                                            NY, NY 10005

                  Wire Instructions:        ABA Number 0210-00089
                                            Attention: Private Banking for
                                            credit to Watson, Farley & Williams

                  Account No.:              37348799

                  Value Date:               March __, 2004

The undersigned hereby certify that before and after giving effect to the
proposed Advance, unless waived by the Agent or the Lenders, (i) no Default or
Event of Default shall have occurred and be continuing or would result therefrom
and (ii) all representations and warranties contained in Section 4.01 of the
Loan Agreement shall be true and correct in all material respects as though such
representations and warranties had been made on and as of the date of making of
the Advance.

Very truly yours,

SEABULK GLOBAL TRANSPORT, INC.,           SEABULK OVERSEAS TRANSPORT, INC.,
as Borrower                               as Borrower


By                                        By
   ----------------------------              -----------------------------------
Name:                                     Name:
Title:                                    Title:






                                       2