Fourth Supplemental Credit Agreement



 






EXHIBIT 10.46




Fourth Supplemental Credit Agreement




     This Fourth Supplemental Credit Agreement (this “Supplemental Credit 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 Amended and Restated Credit Agreement, dated as of August 5, 2003, as amended
by Amendment No. 1 thereto dated March 26, 2004, as amended by that certain Supplemental Credit
Agreement dated as of June 17, 2004, further amended by that certain Second Supplemental Credit
Agreement dated August 6, 2004 and further amended by that certain Third Supplemental Credit
Agreement dated December 10, 2004 (the “Credit Agreement”), among Seabulk International, Inc., (the
“Borrower”), the Subsidiary Guarantors named therein, the Released Subsidiary Guarantors named
therein, Fortis, NIB Capital Bank N.V. (“NIB”), The Governor & Company of The Bank of Scotland and
each other financial institution which may hereafter execute and deliver an Assignment and
Acceptance with respect to the Credit Agreement pursuant to Section 10.11 thereof (any one
individually, a “Lender”, and collectively, the “Lenders”), Fortis, as administrative agent on
behalf of the Lenders (when acting in its capacity as administrative agent under any Transaction
Document, herein referred to, together with any successor administrative agent, as the “Agent”) and
as book runner and as an arranger (when acting in such capacity, an “Arranger”) and NIB, as an
arranger (when acting in such capacity, an “Arranger”, and together with Fortis, the “Arrangers”),
the Lenders agreed to make the Facility available to the Borrower, in accordance with the terms of
the Credit Agreement. As a condition to providing such Facility, each of the Lenders has requested
that the Subsidiary Guarantors, jointly and severally, guarantee the Obligations of the Borrower
under the Credit Agreement by entering into the Credit Agreement and securing the Subsidiary
Guarantors’ obligations hereunder by granting to the Agent, on behalf of the Lenders, a lien in, to
and under the Collateral (as defined herein). 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 Lenders 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 Lenders, 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 Credit



 









 







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 Lenders, 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 each of the Lenders (i) the full and prompt payment of the principal of the Notes and the
indebtedness represented thereby and the L/C Obligations when and as the same shall become due and
payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise;
(ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the
same shall become due and payable (including interest at the Overdue Rate on any part of the
principal amount, interest amount or other amount due under this Agreement and not paid when due);
(iii) 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 the terms of the
Credit Agreement and under each of the other Transaction Documents to which it is a party and (iv)
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 the terms of the Credit
Agreement and under each of the other Transaction Documents to which it is a party (items (i)
through (iv), 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 principal of, interest on or other amounts (including amounts in
respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, the
Credit Agreement or any other Transaction Document, the Additional Subsidiary Guarantor will
promptly pay the same within ten (10) days after the receipt of written demand therefore from the
Agent or any Lender. The Additional Subsidiary Guarantor further confirms that it hereby
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 Credit Agreement and under each of the other Transaction Documents to which it is a party, 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
Lender.



     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 Credit 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 Credit 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 6.19 of the Credit 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 such Additional Guarantor is entitled in respect of the Vessel and any other Vessels that it
owns subject to the Mortgages.



 









 





     SECTION 1. The Credit Agreement, as supplemented and amended by this Fourth Supplemental
Credit Agreement and all other Credit Agreements supplemental thereto, is in all respects ratified
and confirmed, and the Credit Agreement, this Fourth Supplemental Credit Agreement and all Credit
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 Credit Agreement by any of the
provisions of the Credit Agreement, such required provision shall control.



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



     SECTION 4. In case any provision in this Fourth Supplemental Credit 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 Credit Agreement, expressed or implied, shall
give to any Person, other than the parties hereto and their successors hereunder, and the Lenders
any benefit or any legal or equitable right, remedy or claim under this Fourth Supplemental Credit
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 Credit Agreement not otherwise defined
herein that are defined in Appendix A to the Credit Agreement shall have the meanings set forth
therein.



     SECTION 8. This Fourth Supplemental Credit 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 Fourth Supplemental Credit 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 Credit Agreement.


/s/ Patrice M. Johnston



                                                            

Name: Patrice M. Johnston

Title: Attorney-in-Fact