Third Supplemental Subsidiary Guarantee Agreement



 






Exhibit 10.45




Third Supplemental Subsidiary Guarantee Agreement




     Third Supplemental Subsidiary Guarantee Agreement (this “Supplemental Subsidiary Guarantee
Agreement”) dated December 10, 2004, 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 MISSISSIPPI (the “Vessel”), owned by one of the Subsidiary
Guarantors, be re-flagged from the maritime registry of the Republic of Panama to the maritime
registry of the Republic of the Marshall Islands. In order to induce the Counterparties to permit
the re-flagging, Seabulk Offshore, Ltd. (the “Owner”) has agreed 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 of
the Vessel so that the Vessel shall remain for all purposes a “Vessel” under the Transaction
Documents.



     All things necessary to make this Third Supplemental Subsidiary Guarantee Agreement a valid
agreement of the Borrower, Owner 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:



          (i) Owner hereby confirms 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”). Owner 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, Owner will promptly pay the same within ten (10) days after receipt
of written demand therefor from the Agent or any Counterparty. Owner 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, Owner 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.



     Owner 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 Owner and that
Owner will remain bound under the Subsidiary Guarantee Agreement notwithstanding any extension or
renewal of any Subsidiary Guarantee Obligation. Owner 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, Owner 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
Owner is entitled in respect of the Vessel and the other Vessels that it owns subject to the
Mortgages.



     SECTION 2. The Subsidiary Guarantee Agreement, as supplemented and amended by this Third
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 Third Supplemental Subsidiary Guarantee Agreement and all Subsidiary Guarantee
Agreements supplemental thereto shall be read, taken and construed as one and the same instrument.



     SECTION 3. If any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in this Supplemental Subsidiary Guarantee Agreement by any
of the provisions of the Subsidiary Guarantee Agreement, such required provision shall control.



     SECTION 4. All covenants and agreements in this Third Supplemental Subsidiary Guarantee
Agreement by Owner shall bind its successors and assigns, whether so expressed or not.



     SECTION 5. In case any provision in this Third 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 6. Nothing in this Third 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
Second Supplemental Subsidiary Guarantee Agreement.



     SECTION 7. THIS THIRD 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.



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     SECTION 8. All terms used in this Third 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 9. This Third 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




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     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,









Name: Patrice M. Johnston

Title: Attorney-in-Fact



 




FORTIS CAPITAL CORP.

as Agent,









Name:

Title:









Name:

Title:



SEABULK OFFSHORE, LTD., hereby

acknowledges and agrees to the terms,

conditions and provisions of the above

Third Supplemental Subsidiary Guarantee

Agreement.









Name: Patrice M. Johnston

Title: Attorney-in-Fact




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