**Exhibit 10.45**
**Third Supplemental Subsidiary Guarantee Agreement**
     Third Supplemental Subsidiary Guarantee Agreement (this “Supplemental Subsidiary GuaranteeAgreement”) dated December 10, 2004, among Seabulk International, Inc., a Delaware corporation (the“Borrower”) and Fortis Capital Corp. (the “Agent”).
**Preliminary Statement**
     Pursuant to the terms of the Swap Agreements, each of the Counterparties agreed to provide theBorrower with an interest rate swap to enable the Borrower to manage its interest rate exposure.As a condition to providing such Swap Agreements and any other Swap Agreements from time to timeoutstanding, each of the Counterparties has requested that the Subsidiary Guarantors, jointly andseverally, guarantee the Obligations of the Borrower under the Swap Agreements by entering into theGuarantee Agreement and securing the Subsidiary Guarantors’ obligations hereunder by granting tothe Agent, on behalf of the Counterparties, a lien in, to and under the Guarantee Collateral. TheBorrower has requested that the SEABULK MISSISSIPPI (the “Vessel”), owned by one of the SubsidiaryGuarantors, be re-flagged from the maritime registry of the Republic of Panama to the maritimeregistry of the Republic of the Marshall Islands. In order to induce the Counterparties to permitthe re-flagging, Seabulk Offshore, Ltd. (the “Owner”) has agreed to execute and deliver (and causeto be recorded where appropriate) in favor of the Agent, on behalf of the Counterparties, any andall documents necessary to evidence the continuation of the lien in, to and under the Vessel andthe Collateral related thereto, concurrently with or immediately following the re-documentation ofthe Vessel so that the Vessel shall remain for all purposes a “Vessel” under the TransactionDocuments.
     All things necessary to make this Third Supplemental Subsidiary Guarantee Agreement a validagreement of the Borrower, Owner and the other Subsidiary Guarantors in accordance with its termshave 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 Counterparties, as follows:
          (i) Owner hereby confirms that it unconditionally and irrevocably guarantees, jointly andseverally, to the Agent and the Counterparties (i) the full and prompt payment of an amount equalto each and all of the payments and other sums when and as the same shall become due, required tobe paid by the Borrower under each of the Swap Agreements and (ii) the full and prompt performanceand observance by the Borrower of the obligations, covenants and agreements required to beperformed and observed by the Borrower under each of the Swap Agreements (items (i) and (ii), the“Subsidiary Guarantee Obligations”). Owner hereby confirms that it irrevocably and unconditionallyagrees that upon any default by the Borrower in the payment, when due, of any amounts (includingamounts in respect of fees and indemnification owing to the Agent or the Counterparties) due
 

 

under the Swap Agreements, Owner will promptly pay the same within ten (10) days after receiptof written demand therefor from the Agent or any Counterparty. Owner further hereby confirms thatit irrevocably and unconditionally agrees that upon any default by the Borrower in any of itsobligations, covenants and agreements required to be performed and observed by the Borrower underthe Swap Agreements, Owner will effect the observance of such obligations, covenants and agreementswithin ten (10) days after receipt of written demand therefor from the Agent or any Counterparties.
     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 Subsidiary Guarantee Agreement notwithstanding any extension orrenewal of any Subsidiary Guarantee Obligation. Owner confirms that it is subject to all theprovisions of the Subsidiary Guarantee Agreement applicable to a Subsidiary Guarantor. Withoutlimiting the effect of the foregoing, Owner hereby agrees that it is hereby bound by the provisionsof Section 5.02 of the Subsidiary Guarantee Agreement relating to the assignment to the Agent assecurity, and hereby grants to the Agent a security interest in (subject to the provisions of theAssignment of Earnings and Insurances), all the freights, hires, charters and Insurances to whichOwner is entitled in respect of the Vessel and the other Vessels that it owns subject to theMortgages.
     SECTION 2. The Subsidiary Guarantee Agreement, as supplemented and amended by this ThirdSupplemental Subsidiary Guarantee Agreement and all other Subsidiary Guarantee Agreementssupplemental thereto, is in all respects ratified and confirmed, and the Subsidiary GuaranteeAgreement, this Third Supplemental Subsidiary Guarantee Agreement and all Subsidiary GuaranteeAgreements 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 Supplemental Subsidiary Guarantee Agreement by anyof the provisions of the Subsidiary Guarantee Agreement, such required provision shall control.
     SECTION 4. All covenants and agreements in this Third Supplemental Subsidiary GuaranteeAgreement by Owner shall bind its successors and assigns, whether so expressed or not.
     SECTION 5. In case any provision in this Third Supplemental Subsidiary Guarantee Agreementshall be invalid, illegal or unenforceable, the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired thereby.
     SECTION 6. Nothing in this Third Supplemental Subsidiary Guarantee Agreement, expressed orimplied, shall give to any Person, other than the parties hereto and their successors hereunder,and the Counterparties any benefit or any legal or equitable right, remedy or claim under thisSecond Supplemental Subsidiary Guarantee Agreement.
     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.
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     SECTION 8. All terms used in this Third Supplemental Subsidiary Guarantee Agreement nototherwise defined herein that are defined in Appendix A to the Subsidiary Guarantee Agreement shallhave the meanings set forth therein.
     SECTION 9. This Third Supplemental Subsidiary Guarantee Agreement may be executed in anynumber of counterparts, each of which shall be an original; but such counterparts shall togetherconstitute but one and the same instrument.
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     WHEREOF, the parties have caused this Supplemental Subsidiary Guarantee Agreement to be dulyexecuted as of the date first written above.
**SEABULK INTERNATIONAL, INC.,**