SIXTH AMENDMENT


                  SIXTH AMENDMENT (this "Amendment"), dated as of March __, 2002
among SEABULK INTERNATIONAL, INC. (f/k/a 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, Fortis Capital Corp. (f/k/a 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 (as amended, modified or supplemented as of the date
hereof, the "Credit Agreement");

         WHEREAS, the Borrower has requested an amendment to the Credit
Agreement and, subject to the terms and conditions of this Amendment, the
Lenders are willing to grant such amendment.

         NOW, THEREFORE, it is agreed:

         1. Section 8.10 of the Credit Agreement is hereby restated in its
entirety as follows: "8.10 Minimum Fixed Charge Coverage Ratio. The Borrower
will not permit the Fixed Charge Coverage Ratio for any Test Period ended on the
last day of a fiscal quarter set forth below to be less than the ratio set forth
opposite such fiscal quarter below:


       Fiscal Quarter Ended                                             Ratio
       --------------------                                             -----
         March 31, 2002                                             .85:1.00
         June 30, 2002                                              .85:1.00
         September 30, 2002                                         .85:1.00
         December 31, 2002                                          .85:1.00
         March 31, 2003
         and each fiscal quarter
         of the Borrower thereafter                               1.00:1.00".

         2. Section 8.11 of the Credit Agreement is hereby restated in its
entirety as follows: "8.11 Minimum Working Capital Ratio. The Borrower will not
permit its Working Capital Ratio on the last day of any fiscal quarter (starting
with the fiscal quarter ended on March 31, 2002) to be less than 1.25:1.00."

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

         4. 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.

         5. 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.

         6. 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.

         7. This Amendment shall become effective on the date (the "Sixth
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.

         8. From and after the Sixth Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby.
This Amendment shall constitute a Credit Document for all purposes under the
Credit Agreement and the other Credit Documents.

                                                       * * *


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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.


                                 SEABULK INTERNATIONAL, INC.



                                 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: