FIRST AMENDMENT

     FIRST AMENDMENT (this "Amendment"),  dated as of April 13, 2000 among HVIDE
MARINE  INCORPORATED,  a  corporation  existing  under the laws of Delaware,  as
borrower  (the  "Borrower"),  the  financial  institutions  party to the  Credit
Agreement  referred to below (the "Lenders") and Bankers Trust Company ("BTCo"),
as administrative  agent (in such capacity,  the  "Administrative  Agent").  All
capitalized  terms used herein and not otherwise  defined  herein shall have the
respective  meanings  provided  such terms in the Credit  Agreement  referred to
below.

                                                         W I T N E S S E T H:
                                                         - - - - - - - - - -


     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to a Credit  Agreement,  dated as of December 15, 1999 among the  Borrower,  the
Administrative  Agent,  the Lenders,  Deutsche  Bank  Securities,  Inc., as lead
arranger and book manager,  MeesPierson  Capital Corp., as syndication agent and
co-arranger,  GMAC  Commercial  Credit and Merrill Lynch & Co.,  Merrill  Lynch,
Pierce,  Fenner & Smith  Incorporated  as  co-documentation  agents (the "Credit
Agreement");

     WHEREAS,  the  Borrower  has  requested  certain  amendments  to the Credit
Agreement; and

     WHEREAS, subject to the terms and conditions of this Amendment, the Lenders
are willing to grant such amendments.

                  NOW, THEREFORE, it is agreed:

                  1. Section  1.01(d) of the Credit  Agreement is hereby amended
by (i)  deleting  the word "and"  appearing  at the end of  sub-clause  (ii) and
inserting a semi-colon  in lieu thereof,  (ii) deleting the period  appearing at
the end of  sub-clause  (iii) and  inserting  the word "and" in lieu thereof and
(iii) inserting the following new sub-clause (iv)  immediately  after sub-clause
(iii) appearing therein:

                  "(iv)  shall not exceed $17,500,000 without the consent of the
Required Lenders.

                  2.  Section  4.02(A)(g)  of the  Credit  Agreement  is  hereby
amended by  inserting  the text "(other  than,  except with respect to Permitted
Scheduled Asset Sales, (i) the sale or other disposition of the Lightship Tanker
Entities as provided in Section 8.02(xiii),  provided,  that the Lenders receive
100% of the  first  $15,000,000,  50% of the next  $10,000,000,  and 100% of any
proceeds in excess thereof, of the proceeds from such sale, (ii)" in lieu of the
text "(other  than (i)"  appearing  therein,  inserting  the text  "disposition,
(iii)" in lieu of the text  "disposition,  (ii)" appearing therein and inserting
the text "Borrower and (iv)" in lieu of the text "Borrower and (iii)"  appearing
therein.

                  3. Section 6.25 of the Credit  Agreement is hereby  amended by
(i) deleting the text "60 days after the Effective Date"  appearing  therein and
inserting the text "45 days after the First  Amendment  Effective  Date" in lieu
thereof  and (ii)  inserting  the text "or  established  such an account  with a
banking  institution and in a manner  satisfactory to the Administrative  Agent"
immediately after the text "at BTCo" appearing therein.

                  4. Section 7.14 of the Credit  Agreement is hereby  amended by
(i) deleting the text "60 days after the Effective Date"  appearing  therein and
inserting the text "45 days after the First  Amendment  Effective  Date" in lieu
thereof.

                  5. Section  8.02(x) of the Credit  Agreement is hereby amended
by (i) deleting the text "$20 million"  appearing therein and inserting the text
"$5 million" in lieu thereof,  (ii) deleting the text "and" appearing at the end
thereof and (iii)  inserting  the  following  text  "(other  than the  Permitted
Scheduled  Asset Sales)"  immediately  after the text "sales or  dispositions of
assets" appearing therein.

                  6. Section 8.02 of the Credit  Agreement is further amended by
(i)  deleting  the period  appearing  at the end of  sub-clause  (xi)  appearing
therein and  inserting a  semi-colon  in lieu  thereof  and (ii)  inserting  the
following new sub-clauses  (xii) and (xiii)  immediately  after  sub-clause (xi)
appearing therein:

                  "(xii) sale or disposition of any assets described on Schedule
X; provided that (i) each such sale shall be for an amount at least equal to the
fair market value thereof (as determined in good faith by the Board of Directors
or senior  management of the Borrower),  (ii) at least 100% of the consideration
therefor  shall be in cash and (iii) the  proceeds  thereof  shall be applied as
required under Section  4.02(A)(g) (such sales,  the "Permitted  Scheduled Asset
Sales") and

                  "(xiii)  sale  or  disposition  of  all  or a  portion  of the
Lightship Tanker Entities on terms satisfactory to the Administrative Agent."

                  7. Section 8.08 of the Credit  Agreement is hereby  amended by
(i) inserting the text "(a)"  immediately  prior to the text "The Borrower will"
appearing  therein,  (ii)  deleting the text  appearing  in the column  entitled
"Minimum EBITDA"  immediately prior to the text "$60 million" appearing therein,
and inserting the following text in lieu thereof;

                  "$8.0 million
                  $17.0 million
                  $27.0 million
                  $37.0 million
                  $43.0 million" and

                  (iii) inserting the following sub-clause (b) immediately after
the columns appearing therein:

                  "(b) The Borrower will (i) not permit  Consolidated  EBITDA to
be less than a total of  $30,000,000  for the three  fiscal  quarters  ending on
September 30, 2000 or a total of $44,000,000 for the four fiscal quarters ending
on December 31, 2000 and (ii) make repayments sufficient to reduce the aggregate
principal amount of Term Loans outstanding by $10,000,000  before June 30, 2000,
$35,000,000  before  August 31,  2000  (such  amount to be reduced by the amount
committed as  consideration  for the sale or disposition of the Lightship Tanker
Entities as permitted in Section  8.02(xiii),  provided that the Lenders receive
the  proceeds  from  such  sale  or  disposition  in  accordance   with  Section
4.02(A)(g)(i)   within  60  days  of  such  proceeds  being  so  committed)  and
$60,000,000  before  January  1,  2001  with the  proceeds  thereof  applied  in
accordance with Section 4.02(B); provided,  however, that the Borrower's failure
to meet  the  requirements  of this  Section  8.08(b)  shall  not be an Event of
Default if the Borrower  sells,  within 90 days (such period to be extended only
with the approval of 66 2/3% of the  Lenders) of receiving  the Notice of Lender
Designation (as defined hereafter),  at fair market-value and with at least 100%
of the  consideration  therefor in cash,  $35,000,000 of First Preferred  Vessel
Value that the Required Lenders set forth, in their sole discretion, in a notice
of lender  designation  that shall  specify  (a) the assets to be sold and (b) a
timetable for the  completion  of the asset sales (such  notice,  the "Notice of
Lender   Designation").   Upon  the  Borrower's  failure  to  meet  any  of  the
requirements  of this  Section  8.08(b),  the  Lenders  shall have the option to
present  to the  Borrower  the  Notice of Lender  Designation  and  require  the
Borrower to sell the assets set forth  therein.  Once the Lenders have exercised
their  option  and the  Borrower  has  complied  with the terms of the Notice of
Lender Designation and sold the assets set forth therein, the Borrower shall not
be required to comply with the  remaining  provisions  of this  Section  8.08(b)
other than reducing the aggregate  principal amount of Term Loans outstanding by
$60,000,000  before January 1, 2001 pursuant to clause (ii), above. The terms of
the Notice of Lender  Designation  shall not be amended  or waived  without  the
approval of 66 2/3% of the Lenders."

                  8. Section 8.09 of the Credit  Agreement is hereby  amended by
(i) deleting text "Total Revolving Loan Commitment"  appearing  therein and (ii)
inserting the text "sum of the aggregate principal amount of Revolving Loans and
Swingline Loans then  outstanding  plus the aggregate amount of Letter of Credit
Outstandings" in lieu thereof.

                  9. Section 8.10 of the Credit  Agreement is hereby  amended by
deleting  the text "on the last day of any Test Period  (starting  with the Test
Period ended on December 31, 2000) to be less than 1.00:1.00." appearing therein
and inserting the following text in lieu thereof:

                  "on the last day of the Test Period ended on December 31, 2000
and the fiscal quarter ended March 31, 2001 to be less than 0.60:1.00 and on the
last day of any fiscal quarter thereafter to be 1.00:1.00."

                  10.  Section 10 of the Credit  Agreement is hereby  amended by
(i) inserting the text  "(excluding  payments  required under Section  8.08(b))"
immediately  prior to the text "and  (iv)" in the  definition  of  `Consolidated
Fixed Charges' appearing therein;

                  (ii)  inserting  the text,  "excluding  any interest  payments
covered by the Escrow Agreement"  immediately before the period appearing at the
end of the definition of `Consolidated Cash Interest Expense' appearing therein;

                  (iii) inserting the text "minus the amounts owed under current
maturities  of long  term  debt"  immediately  after  the text  "at  such  time"
appearing in the definition of `Consolidated Current Liabilities';

                  (iv) deleting the definition of `Fixed Charge  Coverage Ratio'
in its entirety and inserting the following definition in lieu thereof:

                  "`Fixed Charge Coverage Ratio' shall mean, for any period, the
ratio of (x)  Consolidated  EBITDA  for such  period to (y)  Consolidated  Fixed
Charges for such period";

                  (v) deleting the period appearing at the end of the definition
of  `Consolidated  EBIT' and inserting the text "or any non-cash  effects of any
reserves or  elimination  of  reserves  or  accruals to be made with  respect to
payments to Hans Hvide or the creation of a reserve for payments to Erik Hvide."
in lieu thereof; and

                  (vi)inserting the following new definitions in the appropriate
alphabetical location:

                  "`Consolidated    Funded    Indebtedness'   shall   mean   the
consolidated  indebtedness of the Borrower and its  Subsidiaries as shown on the
balance sheet of the Borrower and its Subsidiaries,  including Capitalized Lease
Obligations  and excluding the  consolidated  indebtedness  attributable  to the
Lightship Tanker Entities.

                  "`Notice  of  Lender   Designation'  shall  have  the  meaning
provided in Section 8.08(b).

                  "`Permitted  Scheduled  Asset  Sales'  shall have the  meaning
provided in Section 8.02(xii)."

                  11. The Table of  Contents of the Credit  Agreement  is hereby
amended by  inserting  the text " SCHEDULE X Permitted  Scheduled  Asset  Sales"
immediately below the text "SCHEDULE IX Existing Investments" appearing therein.

                  12. Notwithstanding anything to the contrary contained herein,
in the Credit  Agreement  or the fee letter,  dated  December 8, 1999,  executed
between the Borrower and the Administrative Agent, the Borrower hereby agrees to
pay a First  Amendment  Fee of  $4,500,000.  Such First  Amendment  Fee shall be
payable  on the  earliest  of (i) the  repayment  in full of all Term  Loans and
Revolving Loans,  (ii) 24 months from the date hereof or (iii) the date on which
the ratio of (a) the Consolidated Funded Indebtedness to (b) Consolidated EBITDA
for the  preceding  full  fiscal  quarter  period on the last day of any  fiscal
quarter after  December 31, 2000 is 4.00:1.00 or less.  The First  Amendment Fee
shall accrue interest at a rate of 15% per annum  compounded  quarterly from the
date hereof.  The First Amendment Fee and interest  accrued thereon shall not be
included in the  calculation  of any  financial  covenants  provided in Sections
8.06, 8.08, 8.09, 8.10 or 8.11 of the Credit Agreement.

                  13. The Borrower  hereby  represents  and warrants  that after
giving effect to this Amendment (x) no Default or Event of Default exists on the
First  Amendment   Effective  Date  (as  defined  below)  and  (y)  all  of  the
representations  and warranties  contained in the Credit  Agreement or the other
Credit Documents shall be true and correct in all material respects on the First
Amendment Effective Date with the same effect as though such representations and
warranties  had been made on and as of such date (it being  understood  that any
representation  or warranty made as of a specific date shall be true and correct
in all material respects as of such specific date).

                  14.  This  Amendment  is  limited as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document. All capitalized terms not defined
herein shall have the meaning given to them in the Credit Agreement.

                  15.  This   Amendment   may  be  executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered shall be an original,  but all
of which shall together  constitute one and the same instrument.  A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.

                  16.  THIS  AMENDMENT  AND THE  RIGHTS AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  17. This  Amendment  shall  become  effective on the date (the
"First  Amendment  Effective  Date") when each of the  Borrower and the Required
Lenders shall have signed a copy hereof  (whether the same or different  copies)
and, in each case,  shall have delivered  (including by way of  telecopier)  the
same to the Administrative Agent at the Notice Office.

                                                                 * * *


<PAGE>




                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Amendment to be duly executed and delivered as of the date
first above written.

                               HVIDE MARINE INCORPORATED

                               By________________________________
                                   Name:
                               Title:

<PAGE>



                               BANKERS TRUST COMPANY,
                                  Individually and as Administrative Agent

                               By________________________________
                                   Name:
                                  Title:



<PAGE>





                               MEES PIERSON CAPITAL CORP.,



                               By________________________________
                                   Name:
                                  Title:



<PAGE>





                               MERRILL LYNCH CAPITAL CORPORATION

                               By________________________________
                                   Name:
                                  Title:




<PAGE>





                            GMAC COMMERICAL CREDIT



                            By________________________________
                                Name:
                               Title:




<PAGE>





                          NATIONAL WESTMINSTER BANK PLC

                       By: NatWest Capital Markets Limited, its Agent

                            By: Greenwich Capital Markets, Inc., its Agent

                            By________________________________
                            Name:
                            Title:




<PAGE>





                       PROVIDENT BANK




                       By________________________________
                           Name:
                          Title:




<PAGE>





                                OFFITBANK

                                By________________________________
                                    Name:
                                   Title: