Third Supplemental Credit Agreement



 






Exhibit 10.44




Third Supplemental Credit Agreement




     Third Supplemental Credit Agreement (this “Supplemental Credit 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 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, and further amended by that certain Second Supplemental Credit
Agreement dated August 6, 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 Guarantee 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
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 Credit 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 Lenders, as follows:



 









 





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



     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 Credit Agreement notwithstanding any extension or renewal of any
Subsidiary Guarantee Obligation. Owner 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, Owner 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 the other Vessels that it owns subject to the Mortgages.



     SECTION 2. The Credit Agreement, as supplemented and amended by this Third Supplemental Credit
Agreement and all other Credit Agreements supplemental thereto, is in all respects ratified and
confirmed, and the Credit Agreement, this Third Supplemental Credit Agreement and all Credit
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 Third Supplemental Credit



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Agreement by any of the provisions of the Credit Agreement, such required provision shall
control.



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



     SECTION 5. In case any provision in this Third 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 6. Nothing in this Third 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 Third Supplemental Credit
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.



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




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     WHEREOF, the parties have caused this Third Supplemental Credit 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 Credit Agreement.









Name: Patrice M. Johnston

Title: Attorney-in-Fact




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