Fourth Supplemental Subsidiary Guarantee Agreement



 






EXHIBIT 10.47




Fourth Supplemental Subsidiary Guarantee Agreement




     This Fourth Supplemental Subsidiary Guarantee Agreement (this “Supplemental Subsidiary
Guarantee Agreement”) dated June 10, 2005, among Seabulk International, Inc., a Delaware
corporation (the “Borrower”) and Fortis Capital Corp. (the “Agent”).



Preliminary Statement




     Pursuant to the terms of the Swap Agreements, each of the Counterparties agreed to provide the
Borrower with an interest rate swap to enable the Borrower to manage its interest rate exposure.
As a condition to providing such Swap Agreements and any other Swap Agreements from time to time
outstanding, each of the Counterparties has requested that the Subsidiary Guarantors, jointly and
severally, guarantee the Obligations of the Borrower under the Swap Agreements by entering into the
Guarantee Agreement and securing the Subsidiary Guarantors’ obligations hereunder by granting to
the Agent, on behalf of the Counterparties, a lien in, to and under the Guarantee Collateral. The
Borrower has requested that the SEABULK MASSACHUSETTS (the “Vessel”), presently owned by Offshore
Marine Management International, Inc., one of the Subsidiary Guarantors, be re-flagged from the
maritime registry of the Republic of Liberia to the maritime registry of the Republic of the
Marshall Islands and that in connection therewith, ownership of the Vessel be transferred to
Seabulk Offshore Enterprises, Inc., a Marshall Islands corporation (the “Additional Subsidiary
Guarantor”). In order to induce the Counterparties to permit the re-flagging and transfer of
ownership, the Additional Subsidiary Guarantor has agreed to become a Subsidiary Guarantor and to
execute and deliver (and cause to be recorded where appropriate) in favor of the Agent, on behalf
of the Counterparties, any and all documents necessary to evidence the continuation of the lien in,
to and under the Vessel and the Collateral related thereto, concurrently with or immediately
following the re-documentation and change of ownership of the Vessel so that the Vessel shall
remain for all purposes a “Vessel” under the Transaction Documents.



     All things necessary to make this Fourth Supplemental Subsidiary Guarantee Agreement a valid
agreement of the Borrower, the Additional Subsidiary Guarantor and the other Subsidiary Guarantors
in accordance with its terms have been done.



     NOW, THEREFORE, and in consideration of the premises, it is mutually covenanted and agreed,
for the equal and proportionate benefit of the Agent and each of the Counterparties, as follows:



     the Additional Subsidiary Guarantor hereby confirms that it has agreed to become a Subsidiary
Guarantor, and that it unconditionally and irrevocably guarantees, jointly and severally, to the
Agent and the Counterparties (i) the full and prompt payment of an amount equal to each and all of
the payments and other sums when and as the same shall become due, required to be paid by the
Borrower under each of the Swap Agreements and (ii) the full and prompt performance and observance
by the Borrower of the obligations, covenants and



 









 







agreements required to be performed and observed by the Borrower under each of the Swap
Agreements (items (i) and (ii), the “Subsidiary Guarantee Obligations”). The Additional Subsidiary
Guarantor hereby confirms that it irrevocably and unconditionally agrees that upon any default by
the Borrower in the payment, when due, of any amounts (including amounts in respect of fees and
indemnification owing to the Agent or the Counterparties) due under the Swap Agreements, the
Additional Subsidiary Guarantor will promptly pay the same within ten (10) days after receipt of
written demand therefor from the Agent or any Counterparty. The Additional Subsidiary Guarantor
further hereby confirms that it irrevocably and unconditionally agrees that upon any default by the
Borrower in any of its obligations, covenants and agreements required to be performed and observed
by the Borrower under the Swap Agreements, the Additional Subsidiary Guarantor will effect the
observance of such obligations, covenants and agreements within ten (10) days after receipt of
written demand therefor from the Agent or any Counterparties.



     The Additional Subsidiary Guarantor further confirms that it agrees that the Subsidiary
Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further
assent from the Additional Subsidiary Guarantor and that the Additional Subsidiary Guarantor will
remain bound under the Subsidiary Guarantee Agreement notwithstanding any extension or renewal of
any Subsidiary Guarantee Obligation. The Additional Subsidiary Guarantor confirms that it is
subject to all the provisions of the Subsidiary Guarantee Agreement applicable to a Subsidiary
Guarantor. Without limiting the effect of the foregoing, the Additional Subsidiary Guarantor hereby
agrees that it is hereby bound by the provisions of Section 5.02 of the Subsidiary Guarantee
Agreement relating to the assignment to the Agent as security, and hereby grants to the Agent a
security interest in (subject to the provisions of the Assignment of Earnings and Insurances), all
the freights, hires, charters and Insurances to which the Additional Subsidiary Guarantor is
entitled in respect of the Vessel and the other Vessels that it owns subject to the Mortgages.



     SECTION 1. The Subsidiary Guarantee Agreement, as supplemented and amended by this Fourth
Supplemental Subsidiary Guarantee Agreement and all other Subsidiary Guarantee Agreements
supplemental thereto, is in all respects ratified and confirmed, and the Subsidiary Guarantee
Agreement, this Fourth Supplemental Subsidiary Guarantee Agreement and all Subsidiary Guarantee
Agreements supplemental thereto shall be read, taken and construed as one and the same instrument.



     SECTION 2. If any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in this Fourth Supplemental Subsidiary Guarantee Agreement
by any of the provisions of the Subsidiary Guarantee Agreement, such required provision shall
control.



     SECTION 3. All covenants and agreements in this Fourth Supplemental Subsidiary Guarantee
Agreement by Additional Subsidiary Guarantor shall bind its successors and assigns, whether so
expressed or not.



     SECTION 4. In case any provision in this Fourth Supplemental Subsidiary Guarantee Agreement
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



 









 





     SECTION 5. Nothing in this Fourth Supplemental Subsidiary Guarantee Agreement, expressed or
implied, shall give to any Person, other than the parties hereto and their successors hereunder,
and the Counterparties any benefit or any legal or equitable right, remedy or claim under this
Fourth Supplemental Subsidiary Guarantee Agreement.



     SECTION 6. THIS FOURTH SUPPLEMENTAL CREDIT AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW.



     SECTION 7. All terms used in this Fourth Supplemental Subsidiary Guarantee Agreement not
otherwise defined herein that are defined in Appendix A to the Subsidiary Guarantee Agreement shall
have the meanings set forth therein.



     SECTION 8. This Fourth Supplemental Subsidiary Guarantee Agreement may be executed in any
number of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.



REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK




 









 








     WHEREOF, the parties have caused this Supplemental Subsidiary Guarantee Agreement to be duly
executed as of the date first written above.



SEABULK INTERNATIONAL, INC.,

as Borrower,


/s/ Patrice M. Johnston



                                                            

Name: Patrice M. Johnston

Title: Attorney-in-Fact




FORTIS CAPITAL CORP.

as Agent,


/s/ C. Tobias Backer



                                                            

Name: C. Tobias Backer

Title: Senior Vice President



/s/ Lisa Walker



                                                            

Name: Lisa Walker

Title: Vice President




SEABULK OFFSHORE ENTERPRISES,

INC., hereby acknowledges and agrees to the
terms, conditions and provisions of the above
Fourth Supplemental Subsidiary Guarantee Agreement.


/s/ Patrice M. Johnston



                                                            

Name: Patrice M. Johnston

Title: Attorney-in-Fact