FOURTH AMENDMENT


     FOURTH  AMENDMENT (this  "Amendment"),  dated as of December 20, 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 deleting
sub-clause (l) thereof in its entirety.

     2. Section 8.02 of the Credit  Agreement is hereby  amended by (i) deleting
the word "and"  appearing at the end of  sub-clause  (xiii),  (ii)  deleting the
period  appearing at the end of  sub-clause  (xiv) and inserting "; and" in lieu
thereof, and (iii) inserting the following new sub-clause (xv) immediately after
sub-clause (xiv) appearing therein:

          "(xv)  any  Subsidiary  of the  Borrower  may be wound up,  liquidated
                 and/or dissolved, provided that at least five (5) business days
                 prior  thereto  the  Administrative  Agent is  provided  with a
                 certificate  signed by a  Responsible  Officer of the  Borrower
                 that (1) such  Subsidiary is not conducting  any business,  (2)
                 that such Subsidiary has no assets except for its nominal share
                 capital,  and (3)  that the  winding  up,  liquidation,  and/or
                 dissolution  of  such  Subsidiary  shall  not  have a  material
                 adverse  effect  upon  the  business  of the  Borrower  and its
                 Subsidiaries taken as a whole."


     3. Section 8.10 of the Credit  Agreement is hereby  amended and restated by
deleting the text appearing  therein in its entirety and inserting the following
new text in lieu thereof:

                   "The  Borrower  shall not  permit the Fixed  Charge  Coverage
                  Ratio on the last day of the Test Period ended on December 31,
                  2000 and the four following fiscal  quarters,  ending with the
                  fiscal  quarter  ended  December  31,  2001  to be  less  than
                  0.75:1.00 and on the last day of any fiscal quarter thereafter
                  to be less than 1.00:1.00."


     4. The definition of "Consolidated  Fixed Charges"  contained in Section 10
of the Credit  Agreement  is hereby  amended and  restated by deleting it in its
entirety and inserting the following new definition in lieu thereof:

                  " `Consolidated Fixed Charges' shall mean, for any period, the
                  sum  during  such  period of (i)  Consolidated  Cash  Interest
                  Expense,  (ii) cash  taxes  paid,  (iii)  mandatory  scheduled
                  principal  repayments of  Indebtedness  and (iv)  Consolidated
                  Capital  Expenditures,  provided  that  the  Excluded  Capital
                  Expenditures will not be taken into account for the purpose of
                  calculating the Fixed Charge Coverage Ratio ."

     5.  Section  10 of the  Credit  Agreement  is  hereby  further  amended  by
inserting the following new definition in the appropriate alphabetical location:

                  "  `Excluded  Capital   Expenditures'  shall  mean  the  asset
                  purchases  of  (i)  $5,080,640  for  a  tractor  tug  under  a
                  capitalized  lease in April 2000, (ii) $2.5 million for a 152'
                  crew vessel in December 2000 and (iii) $2.5 million for a 152'
                  crew vessel in May 2001."

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

     7. 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.

     8. 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.

     9. 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.

     10.  This  Amendment  shall  become  effective  on the  date  (the  "Fourth
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.

                                                                 * * *


<PAGE>


     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: