**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 CapitalCorp. (the “Agent”).
**Preliminary Statement**
     Pursuant to the Amended and Restated Credit Agreement, dated as of August 5, 2003, as amendedby Amendment No. 1 thereto dated March 26, 2004, as amended by that certain Supplemental CreditAgreement dated as of June 17, 2004, and further amended by that certain Second Supplemental CreditAgreement dated August 6, 2004 (the “Credit Agreement”), among Seabulk International, Inc., (the“Borrower”), the Subsidiary Guarantors named therein, the Released Subsidiary Guarantors namedtherein, Fortis, NIB Capital Bank N.V. (“NIB”), The Governor & Company of The Bank of Scotland andeach other financial institution which may hereafter execute and deliver an Assignment andAcceptance with respect to the Credit Agreement pursuant to Section 10.11 thereof (any oneindividually, a “Lender”, and collectively, the “Lenders”), Fortis, as administrative agent onbehalf of the Lenders (when acting in its capacity as administrative agent under any TransactionDocument, herein referred to, together with any successor administrative agent, as the “Agent”) andas book runner and as an arranger (when acting in such capacity, an “Arranger”) and NIB, as anarranger (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 ofthe Credit Agreement. As a condition to providing such Facility, each of the Lenders has requestedthat the Subsidiary Guarantors, jointly and severally, guarantee the Obligations of the Borrowerunder the Credit Agreement by entering into the Guarantee Agreement and securing the SubsidiaryGuarantors’ obligations hereunder by granting to the Agent, on behalf of the Lenders, a lien in, toand under the Collateral (as defined herein). The Borrower has requested that the SEABULKMISSISSIPPI (the “Vessel”), owned by one of the Subsidiary Guarantors, be re-flagged from themaritime registry of the Republic of Panama to the maritime registry of the Republic of theMarshall Islands. In order to induce the Counterparties to permit the re-flagging, SeabulkOffshore, Ltd. (the “Owner”) has agreed to execute and deliver (and cause to be recorded whereappropriate) in favor of the Agent, on behalf of the Counterparties, any and all documentsnecessary to evidence the continuation of the lien in, to and under the Vessel and the Collateralrelated thereto, concurrently with or immediately following the re-documentation of the Vessel sothat the Vessel shall remain for all purposes a “Vessel” under the Transaction Documents.All thingsnecessary to make this Third Supplemental Credit Agreement a valid agreement of the Borrower, Ownerand 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 andseverally, to the Agent and each of the Lenders (i) the full and prompt payment of the principal ofthe Notes and the indebtedness represented thereby and the L/C Obligations when and as the sameshall become due and payable, whether at the stated maturity thereof, by acceleration, call forredemption or otherwise; (ii) the full and prompt payment of interest on the Notes and the L/CObligations when and as the same shall become due and payable (including interest at the OverdueRate on any part of the principal amount, interest amount or other amount due under this Agreementand not paid when due); (iii) the full and prompt payment of an amount equal to each and all of thepayments and other sums when and as the same shall become due, required to be paid by the Borrowerunder the terms of the Credit Agreement and under each of the other Transaction Documents to whichit is a party and (iv) the full and prompt performance and observance by the Borrower of theobligations, covenants and agreements required to be performed and observed by the Borrower underthe terms of the Credit Agreement and under each of the other Transaction Documents to which it isa party (items (i) through (iv), the “Subsidiary Guarantee Obligations”). Owner hereby confirmsthat it irrevocably and unconditionally agrees that upon any default by the Borrower in thepayment, when due, of any principal of, interest on or other amounts (including amounts in respectof fees and indemnification owing to the Agent or the Lenders) due under the Notes, the CreditAgreement or any other Transaction Document, Owner will promptly pay the same within ten (10) daysafter the receipt of written demand therefore from the Agent or any Lender. Owner further confirmsthat it hereby irrevocably and unconditionally agrees that upon any default by the Borrower in anyof its obligations, covenants and agreements required to be performed and observed by the Borrowerunder the Credit Agreement and under each of the other Transaction Documents to which it is aparty, 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 beextended or renewed, in whole or in part, without notice or further assent from Owner and thatOwner will remain bound under the Credit Agreement notwithstanding any extension or renewal of anySubsidiary Guarantee Obligation. Owner confirms that it is subject to all the provisions of theCredit Agreement applicable to a Subsidiary Guarantor. Without limiting the effect of theforegoing, Owner hereby agrees that it is hereby bound by the provisions of Section 6.19 of theCredit Agreement relating to the assignment to the Agent as security, and hereby grants to theAgent a security interest in (subject to the provisions of the Assignment of Earnings andInsurances), all the freights, hires, charters and Insurances to which such Additional Guarantor isentitled 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 CreditAgreement and all other Credit Agreements supplemental thereto, is in all respects ratified andconfirmed, and the Credit Agreement, this Third Supplemental Credit Agreement and all CreditAgreements 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 provisionhereof 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 shallcontrol.
     SECTION 4. All covenants and agreements in this Third Supplemental Credit Agreement by Ownershall 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 provisionsshall not in any way be affected or impaired thereby.
     SECTION 6. Nothing in this Third Supplemental Credit Agreement, expressed or implied, shallgive to any Person, other than the parties hereto and their successors hereunder, and the Lendersany benefit or any legal or equitable right, remedy or claim under this Third Supplemental CreditAgreement.
     SECTION 7. THIS THIRD SUPPLEMENTAL CREDIT AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OFCONFLICTS OF LAW.
     SECTION 8. All terms used in this Third Supplemental Credit Agreement not otherwise definedherein that are defined in Appendix A to the Credit Agreement shall have the meanings set forththerein.
     SECTION 9. This Third Supplemental Credit Agreement may be executed in any number ofcounterparts, each of which shall be an original; but such counterparts shall together constitutebut one and the same instrument.
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     WHEREOF, the parties have caused this Third Supplemental Credit Agreement to be duly executedas of the date first written above.
**SEABULK INTERNATIONAL, INC.,**