SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1999
HVIDE MARINE INCORPORATED
(Exact name of registrant as specified in its charter)
Florida 0-28732 65-0524593
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 954.524.4200
<PAGE>
- 2 -
Item 5. Other Events.
Hvide Marine Incorporated (the "Company") and its bank lenders have
entered into Amendment No. 5 and Interim Waiver, dated as of June 30, 1999
("Amendment No. 5"), of the Company's Amended and Restated Revolving Credit and
Term Loan Agreement (such Agreement, as amended, the "Credit Facility"). In
Amendment No. 5, the Company's bank lenders agree to waive, until July 30, 1999,
the Company's noncompliance with certain covenants in the Credit Facility.
The above description is qualified by reference to Amendment No. 5,
which is filed as an exhibit to this Report and is incorporated herein by
reference. Additional information concerning the Credit Facility is contained in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998
and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following is being filed as an exhibit to this Report:
10.1 Amendment No. 5 and Interim Waiver, dated as of June 30,
1999, of Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of February 12, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
HVIDE MARINE INCORPORATED
(Registrant)
By s/John H. Blankley
John H. Blankley
Executive Vice President and
Chief Financial Officer
Dated: July 2, 1999
AMENDMENT NO. 5 AND INTERIM WAIVER
This AMENDMENT NO. 5 AND INTERIM WAIVER (this "Amendment"), dated as of
June 30, 1999, is by and among HVIDE MARINE INCORPORATED (the "Borrower"), the
Guarantors listed on the signature pages hereto (the "Guarantors"), CITIBANK,
N.A., as Administrative Agent (the "Administrative Agent"), BANKBOSTON, N.A., as
Documentation Agent (the "Documentation Agent" and together with the
Administrative Agent, the "Agents"), and the lending institutions party to the
Credit Agreement referred to below (collectively, the "Banks").
WHEREAS, the Borrower, certain of the Guarantors, the Banks and the
Agents are parties to that certain Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of February 12, 1998 (as amended, the "Credit
Agreement"), pursuant to which the Agents and the Banks, upon certain terms and
conditions, have agreed to make loans and otherwise extend credit to the
Borrower;
WHEREAS, the Borrower has informed the Banks that it may be in default
of the covenants contained in ss.ss.13.1, 13.2, 13.3 and 13.5 of the Credit
Agreement as at March 31, 1999 and June 30, 1999 and for the fiscal periods then
ended (such defaults are referred to herein, collectively, as the "Specified
Defaults");
WHEREAS, the Borrower and the Guarantors have requested that the Banks
and the Agents amend certain of the terms and provisions of the Credit Agreement
and the other Loan Documents and grant to the Borrower an interim waiver of the
Specified Defaults;
WHEREAS, the Banks and the Agents have agreed, subject to the
satisfaction of the conditions precedent set forth herein, to amend the Credit
Agreement and the other Loan Documents as set forth herein, and to grant to the
Borrower an interim waiver of the Specified Defaults; and
WHEREAS, capitalized terms which are used herein without definition and
which are defined in the Credit Agreement shall have the same meanings herein as
in the Credit Agreement.
NOW, THEREFORE, the Borrower, the Guarantors, the Banks and the Agents
hereby agree as follows:
ss.1. Interim Waiver. Subject to the satisfaction of the conditions
precedent set forth in ss.11 hereof and in consideration of and reliance upon
the agreements of the Borrower and each of the Guarantors contained herein, each
of the Banks agrees, during the period (the "Waiver Period) from the date hereof
until the date (the "Waiver Expiration Date") that is the earlier to occur of
July 30, 1999, at 5:00 p.m. (New York local time) and the occurrence of any
Default or Event of Default (other than the Specified Defaults and any Default
or Event of Default caused by the Specified Defaults) to waive the Specified
Defaults and any Default or Event of Default caused by the occurrence of the
Specified Defaults. Such waiver shall automatically, and without action, notice,
demand or any other occurrence, expire on and as of the Waiver Expiration Date.
Upon the expiration of the Waiver Period, and from and after such date, (a) the
Banks and the Agents shall retain all of the rights and remedies relating to the
Specified Defaults, and any other Default or Event of Default under the Credit
Agreement, (b) the Specified Defaults shall be reinstated and shall be in full
force and effect for all periods including, prior to, and after, the Waiver
Period, and (c) any obligations of the Banks to make Revolving Credit Loans and
the Issuing Bank to issue, extend or renew Letters of Credit shall be subject to
the terms and conditions set forth in the Credit Agreement, including, without
limitation, the conditions precedent set forth in ss.15 thereof.
ss.2. Other Defaults. The waiver set forth in ss.1 hereof shall apply
only to the Specified Defaults and no waiver with respect to any other Default
or Event of Default, whether presently existing or hereafter arising, is granted
hereby. Any obligation of the Banks to make Revolving Credit Loans and of the
Issuing Bank to issue, extend or renew Letters of Credit shall, at all times
(including, without limitation, during the Waiver Period), be subject to the
satisfaction of the conditions precedent set forth in the Credit Agreement,
exclusive, during the Waiver Period, of those conditions precedent relating to
the absence of the Specified Defaults. The Banks and the Agents shall, at all
times, retain all of the rights and remedies in respect of any Default or Event
of Default under the Credit Agreement other than, during the Waiver Period, the
Specified Defaults.
ss.3. Cash Collateral Arrangements. The parties hereby authorize the
Borrower and the Administrative Agent to enter into a letter agreement in
substantially the form of Exhibit A hereto (the "Cash Collateral Agreement").
Notwithstanding the provisions of Section 4.6 of the Credit Agreement, the
Borrower, the Guarantors, the Banks and the Agents hereby agree that, so long as
the amounts in the Cash Collateral Account referred to in the Cash Collateral
Agreement have not been applied to the Term Loan, (i) the Net Cash Proceeds
received by the Borrower and its Subsidiaries during the Waiver Period from
asset sales will, together with such Net Cash Proceeds received prior to the
Waiver Period (including, without limitation, those received from the sale of
the Borrower's and its Subsidiaries' interests in the Aker Dove and the Sun
Rebel), be held in the Cash Collateral Account and (ii) the Borrower and its
Subsidiaries will deposit into the Cash Collateral Account, as the same are
received, the portion of the charter hire payments received from McAllister
Towing and Transportation Company, Inc. ("McAllister") and/or any of its
affiliates which is to be credited against the purchase price of the Vessels
contemplated to be sold to McAllister and/or any of such affiliates.
ss.4. Asset Sales. Each of the Banks hereby consents to the sale by the
Borrower and its Subsidiaries of (a) the Vessels: Seabulk Oklahoma, Seabulk
Debora Ann, Seabulk Niddy, Seabulk St. Bernard, Seabulk St. Landry, and Seabulk
St. Martin to Tidewater, Inc. for an aggregate consideration of not less than
$22,000,000, less commissions and amounts payable in connection with the
construction of certain of such Vessels (the "Tidewater Sale") and (b) the
Vessels: Vigilant, Clearwater, and Hillsborough to McAllister Towing and
Transportation Company, Inc. (the "McAllister Sale"); provided that (i) the
greater of $12,300,000 and the Net Cash Proceeds from the Tidewater Sale shall,
contemporaneously with the Tidewater Sale, be deposited into the Cash Collateral
Account to be held by the Administrative Agent pursuant to the terms of the Cash
Collateral Agreement (unless the amounts in the Cash Collateral Account have
been applied to the Term Loan, in which case such amount shall be immediately
applied to the Term Loan) and (ii) the greater of $4,425,000 and the Net Cash
Proceeds from the McAllister Sale shall, contemporaneously with the McAllister
Sale, be deposited into the Cash Collateral Account to be held by the
Administrative Agent pursuant to the terms of the Cash Collateral Agreement
(unless the amounts in the Cash Collateral Account have been applied to the Term
Loan, in which case such amount shall be immediately applied to the Term Loan).
ss.5. Principal Payment on the Term Loan. Notwithstanding the
provisions of ss.4.3 of the Credit Agreement, the parties hereto agree that
$3,357,143 of the principal payment of the Term Loan due on June 30, 1999 shall
be deferred until the earlier of (i) July 30, 1999 and (ii) the Waiver
Expiration Date, at which time such payment shall be absolutely due and payable.
ss.6. Amendments to the Credit Agreement. Subject to the satisfaction
of the conditions precedent set forth in ss.11 hereof, the Credit Agreement is
hereby amended as follows:
ss.6.1 Interest on Revolving Credit Loans. The Credit Agreement is
hereby further amended by deleting ss.2.5 thereto in its entirety and
substituting in lieu thereof the following new ss.2.5:
2.5. Interest on Revolving Credit Loans. Effective as of June
30, 1999, and except as otherwise provided in ss.8.9, each Revolving
Credit Loan shall bear interest for the period commencing with the
Drawdown Date thereof and ending on the last day of the Interest Period
with respect thereto at the rate per annum equal to the Base Rate plus
seven percent (7%) per annum. Notwithstanding anything to the contrary
contained herein, including, without limitation, ss.2.6 hereof, no
Revolving Credit Loans shall bear interest determined by reference to
the Eurodollar Rate.
ss.6.2 Interest on Term Loan. The Credit Agreement is hereby further
amended by deleting ss.4.5.1. thereto in its entirety and substituting in lieu
thereof the following new ss.4.5.1.:
4.5.1. Interest on Term Loan. Effective as of June 30, 1999,
and except as otherwise provided in ss.8.9, the Term Loan shall bear
interest during each Interest Period relating to all or any portion of
the Term Loan at the rate per annum equal to the Base Rate plus seven
percent (7%) per annum. Notwithstanding anything to the contrary
contained herein, no portion of the Term Loan shall bear interest
determined by reference to the Eurodollar Rate.
ss.6.3 Letter of Credit Fees. Section 5.6 of the Credit Agreement is
hereby amended by deleting the text "five percent (5%) per annum" occurring in
such Section and substituting in lieu thereof the text "seven percent (7%) per
annum".
ss.6.4 Interest After Default. Section 8.9.1 of the Credit Agreement is
hereby amended by deleting the text "seven percent (7%) above the Base Rate"
occurring therein and substituting the text "nine percent (9%) above the Base
Rate".
ss.6.5 Expenses. Section 19.1 of the Credit Agreement is hereby amended
as follows:
(a) by (i) deleting the word "and" occurring immediately before the
numeral "(ix)" therein and (ii) adding the following new text immediately before
the period at the end of the first sentence of such Section:
", and (x) during such time as Arthur Andersen & Co. shall no longer
be retained by the Agents and the Banks, the fees and expenses of Zolfo
Cooper, LLC, special restructuring advisors to the Agents and the
Banks"; and
(b) by (i) deleting the word "and" occurring immediately before the
numeral "(iv)" in the last sentence of such Section and (ii) adding the
following new text immediately after the words "Holland & Knight LLP" occurring
in such sentence: ", and (v) Zolfo Cooper, LLC".
ss.7. Agreement of the Borrower and the Guarantors.
(a) Each of the Borrower and each of the Guarantors shall cooperate
with the Banks and the Agents and to take all actions necessary or advisable to
promptly implement the bank account agreements and Agency Account Agreements
provided for in the Credit Agreement, to perfect the Agents' rights in all
Collateral and to more fully carry out the transactions contemplated by the Loan
Documents.
(b) This Amendment shall constitute a Loan Document, as defined in the
Credit Agreement, and (i) any failure of the Borrower or any of the Guarantors
to comply with the provisions of this Amendment and/or (ii) the failure of any
representation or warranty contained herein to be true and correct in all
material respects shall constitute a Default and an Event of Default under the
Credit Agreement.
ss.8. Representations and Warranties. The Borrower and each of the
Guarantors represent and warrant to the Banks and the Agents as follows:
(a) Representations and Warranties in Credit Agreement. The
representations and warranties of the Borrower and each of the Guarantors
contained in the Credit Agreement, as amended hereby, (i) were true and correct
in all material respects when made, and (ii) continue to be true and correct in
all material respects on the date hereof, except to the extent such
representations and warranties by their terms are made solely as of a prior
date, and except as to the representations and warranties set forth in ss.10.11
(with respect to the existence of the Specified Defaults) and ss.10.22 (with
respect to additional bank accounts which have been disclosed to the Agents);
provided, however, for purposes of clause (ii) of this Section 8(a), neither the
Borrower nor any of the Guarantors shall be deemed to make any representation or
warranty as to the matters set forth in ss.10.5 of the Credit Agreement.
(b) Authority, Etc. The execution and delivery by the Borrower and each
of the Guarantors of this Amendment and the performance by the Borrower and each
of the Guarantors of all of their agreements and obligations under this
Amendment and the Credit Agreement and the other Loan Documents as amended
hereby (i) are within the corporate or limited partnership, as the case may be,
authority of the Borrower and each of the Guarantors, (ii) have been duly
authorized by all necessary corporate or limited partnership proceedings or
actions, as the case may be, by the Borrower and each of the Guarantors, (iii)
do not conflict with or result in any breach or contravention of any provision
of law, statute, rule or regulation to which the Borrower or any of the
Guarantors is subject or any judgment, order, writ, injunction, license or
permit applicable to the Borrower or any of the Guarantors, and (iv) do not
conflict with any provision of the corporate charter, by-laws or partnership
agreement of, or any agreement or other instrument binding upon, the Borrower or
any of the Guarantors.
(c) Enforceability of Obligations. This Amendment, and the Credit
Agreement as amended hereby, and the other Loan Documents constitute the legal,
valid and binding obligations of the Borrower and each of the Guarantors
enforceable against each such Person in accordance with their respective terms.
(d) Perfection of Security Interest. Each of the Borrower and each of
the Guarantors hereby represents, warrants and affirms the first priority
perfected security interest of the Documentation Agent, for the benefit of the
Banks and the Agent, in substantially all of the Collateral, subject to
Permitted Liens entitled to priority under applicable law. The Agents and the
Banks acknowledge that such representation, warranty, and affirmation does not
constitute a waiver by the Borrower or any of the Guarantors of any avoidance
power arising under Chapter 5 of the federal Bankruptcy Code.
ss.9. Affirmation and Agreements of Borrower and the Guarantors.
(a) The Borrower hereby affirms its absolute and unconditional promise
to perform and pay to each Bank and the Agents the Obligations under the Notes,
the Credit Agreement as amended hereby, and the other Loan Documents at the
times and in the amounts provided for therein.
(b) Each of the Guarantors hereby acknowledges that it has read and is
aware of the provisions of this Amendment. Each of the Guarantors hereby
reaffirms its absolute and unconditional guaranty of the Borrower's payment and
performance of the Obligations under the Credit Agreement as amended hereby and
the other Loan Documents.
(c) In order to induce the Agents and the Banks to enter into this
Amendment, each of the Borrower and the Guarantors acknowledges and agree that:
(i) none of them has any claim or cause of action against either of the Agents
or any of the Banks (or any of their respective directors, officers, employees
or agents); (ii) none of them has any offset right, counterclaim or defense of
any kind against any of their respective obligations, indebtedness or
liabilities to the Agents and the Banks; and (iii) each of the Agents and the
Banks have heretofore properly performed and satisfied in a timely manner all of
their obligations to the Borrower and the Guarantors. The Borrower and the
Guarantors wish to eliminate any possibility that any past conditions, acts,
omissions, events, circumstances or matters would impair or otherwise adversely
affect any of the Agents' or any Bank's rights, interests, contracts, collateral
security or remedies. Therefore, each of the Borrower and the Guarantors
unconditionally releases, waives and forever discharges (A) any and all
liabilities, obligations, duties, promises or indebtedness of any kind of either
of the Agents or any of the Banks to any of the Borrower and the Guarantors,
except the obligations to be performed by the Agent and the Banks as expressly
stated in this Amendment and the other Loan Documents, and (B) all claims,
offsets, causes of action, suits or defenses of any kind whatsoever (if any),
whether arising at law or in equity, whether known or unknown, which the
Borrower or any of the Guarantors might otherwise have against either of the
Agents or any of the Banks or any of their directors, officers, employees or
agents, in either case (A) or (B), on account of any condition, act, omission,
event, contract, liability, obligation, indebtedness, claim, cause of action,
defense, circumstance or matter of any kind whatsoever presently existing or
hereafter arising. Notwithstanding the foregoing, nothing contained herein shall
constitute a waiver by the Borrower or any of the Guarantors of any avoidance
power arising under Chapter 5 of the federal Bankruptcy Code.
ss.10. Agreement of the Banks. Each of the Banks (i) authorizes Bingham
Dana LLP to engage Zolfo Cooper, LLC as special restructuring counsel to the
Agents and (ii) agrees to be bound by the provisions set forth in the Bank Group
Agreements Re Engagement of Zolfo Cooper LLC set forth on Exhibit B hereto.
ss.11. Conditions to Effectiveness. This Amendment shall be effective
as of the date hereof upon the satisfaction of the following conditions
precedent (each of the following to be in form and substance satisfactory to the
Agents):
(a) receipt by the Agents of an original counterpart signature (or a
faxed copy thereof with originals to follow) to this Amendment, duly executed
and delivered by the Borrower, each of the Guarantors, the Banks and the Agents;
(b) at least $2,000,000 of the principal payment of the Term Loan
required to be paid on June 30, 1999 shall have been received by the
Administrative Agent, for the accounts of the Banks;
(c) receipt by the Agents of an original counterpart signature (or a
faxed copy thereof with originals to follow) to the Cash Collateral Agreement,
duly executed by the Borrower and the Administrative Agent;
(d) receipt by (i) the Administrative Agent of a fee, for its own
account, in the amount of $100,000 and (ii) the Documentation Agent of a fee,
for its own account, in the amount of $100,000;
(e) payment by the Borrower of the fees and expenses of the Agents, the
fees and expenses of counsel to the Agents, and the fees and expenses of the
Agents' business, consulting and restructuring advisors, in each case, to the
extent that invoices for the same have been presented to the Borrower; and
(f) receipt by the Agents of (i) evidence of proper corporate and/or
partnership authorization by the Borrower and each of the Guarantors of this
Amendment and (ii) all such other closing documents as reasonably requested by
either of the Agents, including a letter, in form and substance satisfactory to
the Agents, from special counsel to the Borrower and its Subsidiaries.
ss.12. Miscellaneous Provisions. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.
(b) The participation by either Agent or any Bank or Banks and/or any
of their respective representatives in discussions with the Borrower and/or its
affiliates or representatives shall not impose any duty on any party to
negotiate a restructuring of the Credit Agreement or to agree on any
restructuring. No oral representations or statements shall constitute an
agreement by any party. The Credit Agreement can only be amended in a duly
signed and authorized writing. The Borrower and its affiliates shall not be
entitled to rely on statements or representations of either Agent, any Bank or
their representatives, other than those in writing duly signed and authorized.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ACCORDING TO,
THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW).
(d) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(e) Headings or captions used in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
HVIDE MARINE INCORPORATED
By:
Title:
CITIBANK, N.A., individually and as Administrative Agent
By:
Title:
BANKBOSTON, N.A., individually and as Documentation Agent
By:
Title:
BNY FINANCIAL CORPORATION
By:
Title:
HIBERNIA NATIONAL BANK
By:
Title:
<PAGE>
AMSOUTH BANK
By:
Title:
BANK ONE, LOUISIANA, N.A.
(AS SUCCESSOR TO FIRST NATIONAL BANK OF COMMERCE)
By:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Title:
ABN AMRO BANK, N.V.
By:
Title:
By:
Title:
ARAB BANKING CORPORATION (B.S.C.)
By:
Title:
<PAGE>
CHRISTIANIA BANK OG KREDITKASSE, NEW YORK BRANCH
By:
Title:
By:
Title:
FIRST UNION NATIONAL BANK
By:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
SOUTHTRUST BANK, NATIONAL ASSOCIATION
By:
Title:
SUNTRUST BANK, SOUTH FLORIDA, N.A.
By:
Title:
<PAGE>
UNION PLANTERS BANK OF FLORIDA
By:
Title:
<PAGE>
Each of the undersigned Guarantors hereby consents to the above
Amendment and confirms its unconditional guaranty of the Obligations under the
Credit Agreement, as amended hereby.
HVIDE MARINE TRANSPORT,
INCORPORATED
SEABULK CONDOR, INC.
SEABULK CORMORANT, INC.
SEABULK CARDINAL, INC.
SEABULK COOT II, INC.
SEABULK CYGNET I, INC.
SEABULK EAGLE II, INC.
SEABULK FALCON II, INC.
SEABULK GANNET I, INC.
SEABULK GANNET II, INC.
SEABULK HARRIER, INC.
SEABULK HAWAII, INC.
SEABULK KESTREL, INC.
SEABULK LARK, INC.
SEABULK MALLARD, INC.
SEABULK OFFSHORE GLOBAL
HOLDINGS, INC.
SEABULK OFFSHORE HOLDINGS, INC.
SEABULK OFFSHORE
INTERNATIONAL, INC.
SEABULK OFFSHORE, LTD.
By its general partner Seabulk Tankers, Ltd.
By its general partner Hvide Marine
Transport, Incorporated
SEABULK OFFSHORE OPERATORS, INC.
SEABULK OREGON, INC.
SEABULK OSPREY, INC.
SEABULK PENGUIN I, INC.
SEABULK PENGUIN II, INC.
SEABULK RAVEN, INC.
SEABULK ROOSTER, INC.
SEABULK SABINE, INC.
SEABULK SNIPE, INC.
SEABULK SWAN, INC.
<PAGE>
SEABULK TANKERS, LTD.
By its general partner Hvide Marine
Transport, Incorporated
SEABULK TOUCAN, INC.
SEABULK TRANSMARINE PARTNERSHIP, LTD.
By its general partner Seabulk Tankers, Ltd.
By its general partner Hvide Marine
Transport, Incorporated
SEABULK VERITAS, INC.
HMI OPERATORS, INC.
HVIDE MARINE INTERNATIONAL, INC.
OFFSHORE MARINE MANAGEMENT
INTERNATIONAL, INC.
SEABULK ALBANY, INC.
SEABULK ALKATAR, INC.
SEABULK ARABIAN, INC.
SEABULK ARZANAH, INC.
SEABULK ARCTIC EXPRESS, INC.
SEABULK ARIES II, INC.
SEABULK BARRACUDA, INC.
SEABULK BATON ROUGE, INC.
SEABULK BECKY, INC.
SEABULK BETSY, INC.
SEABULK BRAVO, INC.
SEABULK BUL HANIN, INC.
SEABULK CAPRICORN, INC.
SEABULK CAROL, INC.
SEABULK CAROLYN, INC.
SEABULK CHAMP, INC.
SEABULK CHRISTOPHER, INC.
SEABULK CLAIBORNE, INC.
SEABULK CLIPPER, INC.
SEABULK COMMAND, INC.
SEABULK CONSTRUCTOR, INC.
SEABULK COOT I, INC.
SEABULK CYGNET II, INC.
SEABULK DANAH, INC.
SEABULK DAYNA, INC.
SEABULK DEBBIE, INC.
SEABULK DEBORA ANN, INC.
SEABULK DEFENDER, INC.
SEABULK DIANA, INC.
SEABULK DISCOVERY, INC.
SEABULK DUKE, INC.
SEABULK EAGLE, INC.
SEABULK EMERALD, INC.
SEABULK ENERGY, INC.
SEABULK EXPLORER, INC.
SEABULK FALCON, INC.
SEABULK FREEDOM, INC.
SEABULK FULMAR, INC.
SEABULK GABRIELLE, INC.
SEABULK GAZELLE, INC.
SEABULK GIANT, INC.
SEABULK GREBE, INC.
SEABULK HABARA, INC.
SEABULK HAMOUR, INC.
SEABULK HATTA, INC.
SEABULK HAWK, INC.
SEABULK HERCULES, INC.
SEABULK HERON, INC.
SEABULK HORIZON, INC.
SEABULK HOUBARE, INC.
SEABULK IBEX, INC.
SEABULK ISABEL, INC.
SEABULK JASPER, INC.
SEABULK JEBEL ALI, INC.
SEABULK KATIE, INC.
SEABULK KING, INC.
SEABULK KNIGHT, INC.
SEABULK LAKE EXPRESS, INC.
SEABULK LARA, INC.
SEABULK LIBERTY, INC.
SEABULK LINCOLN, INC.
SEABULK LULU, INC.
SEABULK MAINTAINER, INC.
SEABULK MARLENE, INC.
SEABULK MARTIN I, INC.
SEABULK MARTIN II, INC.
SEABULK MASTER, INC.
SEABULK MERLIN, INC.
SEABULK MUBARRAK, INC.
SEABULK NEPTUNE, INC.
SEABULK NIDDY, INC.
SEABULK OFFSHORE ABU DHABI, INC.
SEABULK OFFSHORE DUBAI, INC.
SEABULK OFFSHORE OPERATORS TRINIDAD LIMITED
SEABULK ORYX, INC.
SEABULK PELICAN, INC.
SEABULK PENNY, INC.
SEABULK PERSISTENCE, INC.
SEABULK PETREL, INC.
SEABULK PLOVER, INC.
SEABULK POWER, INC.
SEABULK PRIDE, INC.
SEABULK PRINCE, INC.
SEABULK PRINCESS, INC.
SEABULK PUFFIN, INC.
SEABULK QUEEN, INC.
SEABULK SALIHU, INC.
SEABULK SAPPHIRE, INC.
SEABULK SARA, INC.
SEABULK SEAHORSE, INC.
SEABULK SENGALI, INC.
SEABULK SERVICE, INC.
SEABULK SHARI, INC.
SEABULK SHINDAGA, INC.
SEABULK SKUA I, INC.
SEABULK SUHAIL, INC.
SEABULK SWIFT, INC.
SEABULK TAURUS, INC.
SEABULK TENDER, INC.
SEABULK TIMS I, INC.
SEABULK TITAN, INC.
SEABULK TOOTA, INC.
SEABULK TRADER, INC.
SEABULK TRANSMARINE II, INC.
SEABULK TREASURE ISLAND, INC.
SEABULK UMM SHAIF, INC.
SEABULK VIRGO I, INC.
SEABULK VOYAGER, INC.
SEABULK ZAKUM, INC.
By:
Name:
Title:
<PAGE>
SEABULK OFFSHORE OPERATORS
NIGERIA LIMITED
By:
Name:
Title:
SEABULK RED TERN LIMITED
By:
Name:
Title:
SEAMARK LTD., INC.
By: __________________________
Name:
Title:
LIGHTSHIP LIMITED PARTNER
HOLDINGS, LLC
By: Hvide Marine Incorporated,
as sole member
By:
Name:
Title:
<PAGE>
HVIDE MARINE TOWING, INC.
HVIDE MARINE TOWING SERVICES, INC.
SEABULK OCEAN SYSTEMS CORPORATION
LONE STAR MARINE SERVICES, INC.
SEABULK OCEAN SYSTEMS HOLDINGS CORPORATION
SEABULK OFFSHORE U.K., LIMITED
OCEAN SPECIALTY TANKERS
CORP.
SUN STATE MARINE SERVICES, INC.
By: __________________________
Name: Andrew W. Brauninger
Title: as Attorney In Fact
SEABULK ST. TAMMANY, INC.
By:
Name:
Title:
HMI CAYMAN HOLDINGS, INC.
By:
Name:
Title:
HVIDE MARINE de VENEZUELA, S.R.L.
By:
Name:
Title:
<PAGE>
The undersigned Guarantor hereby consents to the above Amendment and confirms
its unconditional Guaranty of the Obligations under the Credit Agreement, as
amended hereby.
MARANTA, S.A.
By:
Name:
Title:
