SECOND AMENDMENT


     SECOND AMENDMENT (this "Amendment"),  dated as of June 29, 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 an amendment to the Credit  Agreement;
and

     WHEREAS, subject to the terms and conditions of this Amendment, the Lenders
are willing to grant such amendment.

     NOW, THEREFORE, it is agreed:

     1. Section 4.02(A)(g) of the Credit Agreement is hereby amended by deleting
the text  appearing  therein in its entirety and  inserting  the  following  new
sub-clause (g) in lieu thereof:

"    (g) In addition to any other mandatory  repayments pursuant to this Section
     4.02, on each date after the Effective  Date upon which the Borrower or any
     of its Subsidiaries  receives  proceeds from the disposition of assets,  an
     amount equal to 100% of the Net Sale Proceeds from such  disposition of any
     assets (other than,  except with respect to Permitted Asset Sales,  (i) the
     sale or other  disposition of the Lightship  Tanker Entities as provided in
     Section  8.02(xiii),  provided  that the Lenders  receive 100% of the first
     $15,000,000,  50% of the  next  $10,000,000,  and 100% of any  proceeds  in
     excess thereof,  of the proceeds of such sale, (ii) such  dispositions  the
     Net Sale  Proceeds of which are less than $100,000 per  disposition,  (iii)
     dispositions which are not excluded under clause (i) and (ii), the Net Sale
     Proceeds  of which not to  exceed  $5  million  in any  fiscal  year of the
     Borrower and (iv) dispositions permitted under Section 8.02(ii),  (iv), (v)
     and  (viii)) of the  Borrower or any of its  Subsidiaries  shall be applied
     contemporaneously  with  the  closing  of such  disposition  to  repay  the
     outstanding  Term  Loans in  accordance  with the  requirements  of Section
     4.02(B)(b);"



     2. Section  8.02(x) is hereby  amended by (i) deleting the text  "Permitted
Scheduled Asset Sales" appearing  therein and (ii) inserting the text "Permitted
Asset Sales" in lieu thereof.

     3. Section 8.02 of the Credit  Agreement is hereby  further  amended by (i)
deleting  the text "and"  appearing  at the end of  sub-clause  (xii)  appearing
therein and  inserting a semi-colon  in lieu  thereof,  (ii) deleting the period
appearing at the end of sub-clause  (xiii)  appearing  therein and inserting the
text "; and" in lieu  thereof and (iii)  inserting  immediately  thereafter  the
following new sub-clause (xiv):

                  "(xiv)  sale  or  disposition  of  any  assets,  in  form  and
substance  satisfactory  to the  Administrative  Agent,  to the extent  that the
aggregate  Net Sales  Proceeds  received  from all such  sales and  dispositions
permitted by this sub-clause  (xiv) shall not exceed $20 million;  provided that
(i) each such sale  shall be for an  amount  at least  equal to the fair  market
value  thereof (as  determined in good faith by the Board of Directors or senior
management of the Borrower),  (ii) at least 100% of the  consideration  therefor
shall be in cash,  (iii) the proceeds thereof shall be applied as required under
Section  4.02(A)(g)  and (iv) the prior written  approval of the  Administrative
Agent shall have been  obtained  for each such sale (such sales,  the  "Approval
Asset  Sales" and,  together  with the  Permitted  Scheduled  Asset  Sales,  the
"Permitted Asset Sales")."

     4. Section 8.08 of the Credit  Agreement is hereby  amended by (i) deleting
the text "June 30, 2000" appearing in sub-clause  (b)(ii)  appearing therein and
(ii) inserting the text "July 17, 2000" in lieu thereof.

     5. Section 10 of the Credit  Agreement is hereby  amended by inserting  the
following new definitions in the appropriate alphabetical locations:

                  " `Approval  Asset Sales'  shall have the meaning  provided in
Section 8.02 (xiv)."

                  " `Permitted  Asset Sales' shall have the meaning  provided in
Section 8.02 (xiv)."

     6.  Schedule X of the Credit  Agreement is hereby  amended by inserting the
following text at the end of said schedule:

                  "Seabulk Red Tern1
                  Seabulk Evangeline
                  Sun State No. 1
                  Sun State No. 3
                  Sun State No. 6
                  Reliant
                  Mobile Power
                  Mobile Point
                  Trooper
                  Condor
                  Hawk
                  Eagle II"


--------
1     Also known as "Red Tern"

     7. The Borrower hereby represents and warrants that (x) no Default or Event
of Default exists on the Second  Amendment  Effective  Date (as defined  below),
both  before  and  after  giving  effect to this  Amendment,  and (y) all of the
representations  and warranties  contained in the Credit  Agreement or the other
Credit Documents are true and correct in all material  respects on and as of the
Second  Amendment  Effective  Date,  both before and after giving effect to this
Amendment,  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).

     8. 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.

     9. 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.

     10. 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.

     11.  This  Amendment  shall  become  effective  on the  date  (the  "Second
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.
                               (f/k/a MEES PIERSON 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: