THIRD AMENDMENT


     THIRD AMENDMENT (this "Amendment"), dated as of August 30, 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  4.02(A) of the Credit  Agreement is hereby amended by inserting
the following new  sub-clause  (l)  immediately  after  sub-clause (k) appearing
therein:

     "(l)  Notwithstanding  anything to the  contrary  contained in this Section
4.02, the Borrower shall have made repayments sufficient to reduce the aggregate
principal amount of outstanding Term Loans by $40,000,000 before January 1, 2001
with  the  amount  of  such  payments  to be  applied  in  accordance  with  the
requirements of Section 4.02(B)(b)."

     2. Section  4.02(B)(b) is hereby amended by (i) deleting the text "and (k)"
appearing  twice  therein  and (ii)  inserting  the text ", (k) and (l)" in lieu
thereof.

     3.  Section  8.08(b)  of the  Credit  Agreement  is hereby  amended  by (i)
deleting the text "The  Borrower will (i) not"  appearing  therein and inserting
the text "The  Borrower  will not" in lieu thereof and (ii)  deleting the entire
text of Section 8.08(b) appearing immediately after the text "ending on December
31,  2000"  appearing  therein in its  entirety  and  inserting a period in lieu
thereof.

     4.  Section 10 of the Credit  Agreement  is hereby  amended by deleting the
definition of "Notice of Lender Designation" appearing therein in its entirety.

     5. The Borrower hereby  represents and warrants that after giving effect to
this Amendment (x) no Default or Event of Default exists on the Third  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 Third  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).

     6. 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.

     7. 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.

     8. 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.

     9. This Amendment shall become  effective on the date (the "Third 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.

                                                       * * *


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     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:

                                    BANKERS TRUST COMPANY,
                                       Individually and as Administrative Agent


                                    By________________________________
                                      Name:
                                     Title:



                                    FORTIS CAPITAL CORP.,



                                     By________________________________
                                      Name:
                                     Title:

                                     MERRILL LYNCH CAPITAL CORPORATION



                                     By________________________________
                                      Name:
                                     Title:


                                    GMAC COMMERICAL CREDIT



                                    By________________________________
                                      Name:
                                     Title:


                                    NATIONAL WESTMINSTER BANK PLC

                                    By: NatWest Capital Markets Limited,
                                           its Agent

                                         By: Greenwich Capital Markets, Inc.,
                                              its Agent


                                         By________________________________
                                         Name:
                                         Title:


                                 PROVIDENT BANK




                                     By________________________________
                                      Name:
                                     Title:

                                    OFFITBANK




                                    By________________________________
                                      Name:
                                     Title: