AMENDMENT NO. 2
This AMENDMENT NO. 2 (this "Amendment"), dated as of March 31, 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 is unable to meet
the conditions set forth in Section 15 of the Credit Agreement, and has
requested the Banks to fund a Revolving Credit Loan on March 31, 1999,
notwithstanding such inability;
WHEREAS, the Banks and the Agents have agreed, subject to the
satisfaction of the conditions precedent set forth herein, to amend the Credit
Agreement as set forth herein, and upon the effectiveness of such amendment, to
fund a Revolving Credit Loan on March 31, 1999, solely for the purposes and on
the conditions set forth herein; 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:
1. Amendments to the Credit Agreement. Subject to the satisfaction of
the conditions precedent set forth in 4 hereof, the Credit Agreement is hereby
amended as follows:
1.1 Definitions.
(a) Section 1.1. of the Credit Agreement is hereby amended by deleting
the definitions of Applicable Margin, and Interest Payment Date set forth
therein in their entirety and substituting in lieu thereof, respectively, the
following new definitions:
Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a
"Rate Adjustment Period"), the Applicable Margin shall be the applicable
percentage set forth below with respect to the Leverage Ratio, determined
on a Pro Forma Basis as of the end of the fiscal quarter of the Borrower
immediately preceding the date of the Compliance Certificate relating to
such Adjustment Date:
------------- ------------------------------------------ ------------- ----------------- --------------------
Base Eurodollar Commitment
Level Leverage Ratio Rate Loans Rate Loans Fee
------------- ------------------------------------------ ------------- ----------------- --------------------
------------- ------------------------------------------ ------------- ----------------- --------------------
I Greater than 3.00 to 1.00 3.00% 3.50% 0.50%
------------- ------------------------------------------ ------------- ----------------- --------------------
------------- ------------------------------------------ ------------- ----------------- --------------------
II Less than or equal to 3.00 to 1.00 1.75% 2.75% 0.50%
------------- ------------------------------------------ ------------- ----------------- --------------------
------------- ------------------------------------------ ------------- ----------------- --------------------
Notwithstanding the foregoing, (i) until the delivery of the Compliance
Certificate for the fiscal quarter of the Borrower ending on or about March
31, 1999, the Applicable Margin shall be the percentage corresponding to
Level I in the table above, (ii) if the Borrower fails to deliver any
Compliance Certificate pursuant to 11.4(d) hereof, then for the period
commencing on the date such Compliance Certificate was due through the date
immediately preceding the Adjustment Date that occurs immediately following
the date on which such Compliance Certificate is delivered, the Applicable
Margin shall be that percentage corresponding to Level I in the table
above, and (iii) subject to the provisions of the preceding clause (ii),
for purposes of calculating the commitment fee payable pursuant to 2.2,
the commitment fee on the Restricted Amount (defined below) shall be equal
to 0.25%. As used herein, the Restricted Amount at any time shall mean
the amount equal to $175,000,000 minus the Available Commitment at such
time.
"Interest Payment Date. As to each Loan, (i) March 31, 1999 with
respect to interest accrued on such date and (ii) the last day of each
calendar month ending thereafter with respect to interest accrued during
such calendar month, including, without limitation, the calendar month
which includes the Drawdown Date of such Loan."
(b) The definition of "Interest Period" set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting the text "1, 2, 3, or 6 months"
from the seventh line of such definition and substituting in lieu thereof the
text "1, 2 or 3 months".
(c) Section 1.1 of the Credit Agreement is hereby amended by adding
the following new definitions thereto in the correct alphabetical location:
Agency Account Agreement. An agreement, in form and substance
satisfactory to the Agents, entered into between an Agent and a depository
institution at which the Borrower and/or any of its Subsidiaries maintains a
depository account.
Concentration Account. An account maintained by the Borrower and its
Subsidiaries with an Agent and designated as a Concentration Account hereunder,
or such other account as shall be so designated in writing by an Agent.
1.2 Commitment Fee. Section 2.2 of the Credit Agreement is hereby
amended by (i) deleting the word quarter occurring in the fifth, ninth, and
eleventh lines of such Section (including both such occurrences in such eleventh
line) and substituting in lieu thereof the word month and (ii) deleting the word
quarterly occurring in the tenth line of such Section and substituting in lieu
thereof the word monthly.
1.3 Letter of Credit Fees. Section 5.6 of the Credit Agreement is
hereby amended by deleting the word quarter occurring in the second, seventh,
eighth and twelfth lines of such Section and substituting in lieu thereof the
word month.
1.4 Funds For Payments. Section 8.1.1 of the Credit Agreement is
hereby amended by adding the following sentence at the end of said Section
8.1.1: The Borrower hereby expressly authorizes the Administrative Agent to
charge any account(s) of the Borrower with the Administrative Agent or to
advance Revolving Credit Loans hereunder to effect any payments due hereunder or
under the other Loan Documents.
1.5 Bank Accounts. The Credit Agreement is hereby further amended by
adding the following new Sections 10.22, 11.16 and 12.13 thereto in the correct
numerical locations:
"10.22 Bank Accounts. Schedule 10.22 hereto sets forth the account
numbers and location of all bank accounts of the Borrower and each of its
Subsidiaries, as such Schedule may be updated from time to time pursuant to
12.13.
"11.16 Bank Accounts. On or prior to April 15, 1999, the Borrower will,
and will cause each of its Subsidiaries to, (i) direct all domestic and
international depository institutions in which the Borrower or any of its
Subsidiaries maintains any deposit accounts to cause all funds in excess of
the amount for such account set forth on Schedule 10.22 held in each such
account to be transferred no less frequently than weekly to, and only to,
the Concentration Account, (ii) cause all proceeds of accounts receivable
of the Borrower and its Subsidiaries (subject to the interest of third
party creditors in proceeds of accounts receivable securing other
third-party Indebtedness permitted under the Credit Agreement) to be
deposited only into the Concentration Account or depository accounts with
financial institutions which have entered into Agency Account Agreements,
and (iii) except for amounts in any account which are less than the amount
for such account set forth on Schedule 10.22, at all times ensure that, not
less frequently than the end of each week during which the Borrower or any
of its Subsidiaries receives any cash or cash equivalents or any other
proceeds of Collateral, all such amounts shall have been deposited in the
Concentration Account.
"12.13 Bank Accounts. The Borrower will not, and will not permit any of
its Subsidiaries to, (i) establish any bank accounts other than those listed on
Schedule 10.22 without an Agent's prior written consent, (ii) violate directly
or indirectly any Agency Account Agreement with respect to such account, or
(iii) deposit into any of the payroll accounts listed on Schedule 10.22 any
amounts in excess of amounts necessary to pay current payroll obligations from
such accounts. Upon the written consent of an Agent to the establishment of an
additional bank account pursuant to clause (i) of this 12.13, Schedule 10.22
hereto will be amended to reflect the addition of such bank account."
1.6 Trust Securities. Section 12.8(a) of the Credit Agreement is hereby
amended by inserting the following new text at the end of such Section: "The
Borrower shall not, and shall not permit any of its Subsidiaries to, make any
payments of principal or interest on the Trust Securities."
1.7 Expenses. Section 19.1 of the Credit Agreement is hereby amended
by inserting the text ", additional special counsel to the Agents" immediately
after the words "Special Counsel" in the tenth line of such Section.
1.8 Schedules. The Credit Agreement is hereby amended by adding
Schedule 10.22 hereto as a Schedule to the Credit Agreement.
2. Conditions to Loans; Reservation of Rights. The Borrower has
informed the Agent and the Banks that, it is unable to meet the conditions to
borrowing set forth in Section 15.1 of the Credit Agreement and has requested
the Banks and the Agents to waive such conditions with respect to the requested
borrowing referred to herein. Since the Borrower cannot meet such conditions,
the Banks have no obligation to make any Loans to the Borrower and the Issuing
Bank has no obligation to issue any Letters of Credit for the account of the
Borrower. The Banks may, in their sole and absolute discretion, from time to
time continue to make Loans to the Borrower and the Issuing Bank may, in its
sole and absolute discretion, continue to issue Letters of Credit for the
account of the Borrower, notwithstanding such inability, but the making of such
Loans and the issuance of such Letters of Credit shall be done on a
discretionary basis, and the decision as to whether to make any Loan, or issue,
extend or renew any Letter of Credit at the time the Borrower may request a Loan
or Letter of Credit will be at the sole and absolute discretion of the Banks and
the Issuing Bank, and will not in any manner constitute a waiver of the
conditions of Section 15 of the Credit Agreement or of any Default or Event of
Default now existing or hereafter arising or otherwise prejudice in any manner
the Banks or the Administrative Agents rights to take any and all actions
permitted under the Credit Agreement or any of the other Loan Documents as a
result of Defaults or Events of Default now existing or hereafter arising under
the Credit Agreement, and that any Loans made or Letters of Credit issued,
renewed or extended shall constitute Obligations under the Credit Agreement.
The Borrower has requested that a Revolving Credit Loan in the amount
of $9,107,788 be made on March 31, 1999. The Banks have agreed, subject to the
terms and conditions set forth herein and in reliance upon the acknowledgments
and agreements of the Borrower contained herein, to make a Revolving Credit Loan
to the Borrower in the amount of $9,107,788 on March 31, 1999; provided that the
Borrower hereby agrees, and hereby irrevocably instructs the Administrative
Agent that, the proceeds of such Revolving Credit Loan be applied by the
Administrative Agent to the payment of principal and interest required to be
made on the Loans and related fees and expenses as provided in the Borrowers
Loan Request on March 31, 1999. The Banks agree to waive, solely with respect to
the aforementioned Revolving Credit Loan to be made on March 31, 1999, the
conditions precedent to the making of such Revolving Credit Loan set forth in
Section 15.1 of the Credit Agreement.
3. Agreement of the Borrower; Acknowledgement of Banks.
(a) The Borrower and the Banks acknowledge and agree that,
notwithstanding any other provision of the Credit Agreement, the aggregate
Revolving Credit Loans outstanding plus the Maximum Drawing Amount of all
Letters of Credit shall not exceed $160,405,058 at any time until the Borrower
is in compliance with the borrowing conditions contained in Section 15 of the
Credit Agreement.
(b) The Borrower hereby agrees that no Eurodollar Rate Loans will be
requested by or provided to the Borrower until the Borrower receives notice from
the Administrative Agent that Eurodollar Rate Loans will be made to the
Borrower. In addition, any and all Eurodollar Rate Loans outstanding on March
31, 1999 shall automatically on such date be converted into Base Rate Loans.
(c) The Borrower agrees to cooperate with the Banks and the Agent and
to take all actions necessary or advisable to promptly implement the bank
account agreements and Agency Account Agreements provided for in this Amendment,
to perfect the Agents rights in all Collateral and to more fully carry out the
transactions contemplated by the Loan Documents.
4. 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, and the Loan Request (a)
were true and correct in all material respects when made, and (b) except to the
extent such representations and warranties by their terms are made solely as of
a prior date, continue to be true and correct in all material respects on the
date hereof, except to the extent referred to in Section 2 hereof.
(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 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.
5. Affirmation of Borrower and the Guarantors.
(a) The Borrower hereby affirms its absolute and unconditional promise
to pay to each Bank and the Agents the Obligations under the Notes and the
Credit Agreement as amended hereby, at the times and in the amounts provided for
therein, and acknowledges and agrees that there are no claims, liabilities, or
actions against any of the Banks or the Agents relating to the transactions
contemplated by the Loan Documents or defenses or offsets to the Obligations;
the Borrower hereby expressly releasing any such present or future claims,
liabilities, actions, defenses or offsets.
(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
acknowledges and agrees that there are no claims, liabilities or actions against
any of the Banks or the Agents relating to the transactions contemplated by the
Loan Documents or defenses or offsets to the Obligations (except as a result by
payment of the Borrower); each of the Guarantors hereby expressly releasing any
such present or future claims, liabilities, actions, defenses or offsets.
6. Conditions to Effectiveness. This Amendment shall be effective as of
the date hereof upon the satisfaction of the following conditions precedent, on
or before March 31, 1999 (each of the following to be in form and substance
satisfactory to the Agents):
(i) 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;
and
(ii) payment by the Borrower of the legal, appraisal, and out-of-pocket
fees and expenses of the Agents incurred in connection with the preparation and
negotiation of this Amendment, and the Agents collateral appraisal of the
Borrower and its Subsidiaries, in each case, to the extent that invoices for the
same have been presented to the Borrower.
7. Agreement of the Banks. Each of the Banks hereby ratifies the
engagement by the Agents and the Agents Special Counsel of Xxxxxx Xxxxxxxx LLP
(Xxxxxxxx) under the Engagement Letter dated August 28, 1998 in connection
with the evaluation of certain financial matters involving the Borrower and the
agreement by the Administrative Agent, as Agent for the Banks, to indemnify and
hold harmless Xxxxxxxx against any claims, liabilities, costs, and expenses
brought against, paid or incurred by Xxxxxxxx in any way arising out of or
relating to Andersens services in connection with such engagement, in an
aggregate amount of up to $1,000,000, and agrees that any claims, actions,
suits, losses, damages, costs, and expenses incurred by the Administrative Agent
in connection therewith shall be subject to 18.7 of the Credit Agreement.
8. 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) 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).
(c) 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.
(d) Headings or captions used in this Amendment are for convenience of
reference only and shall not define or limit the provisions hereof.
(e) The Borrower hereby agrees to pay to the Agents, on demand by the
Agents, all reasonable out-of-pocket costs and expenses incurred or sustained by
the Agents in connection with the preparation of this Amendment (including
reasonable legal fees and expenses of the Agents Special Counsel and additional
special counsel to the Agents).
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:
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:
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:
UNION PLANTERS BANK OF FLORIDA
By:
Title:
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 TOWING, INC.
HVIDE MARINE TOWING SERVICES, INC.
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 OCEAN SYSTEMS CORPORATION
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.
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.
LONE STAR MARINE SERVICES, 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 XXXXX, INC.
SEABULK BRAVO, INC.
SEABULK BUL HANIN, INC.
SEABULK CAPRICORN, INC.
SEABULK XXXXX, INC.
SEABULK XXXXXXX, INC.
SEABULK CHAMP, INC.
SEABULK XXXXXXXXXXX, 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 XXXXX, INC.
SEABULK XXXXXX, INC.
SEABULK XXXXXX XXX, INC.
SEABULK DEFENDER, INC.
SEABULK XXXXX, 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 XXXXX, 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 XXXXXX, 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 LINCOLN, INC.
SEABULK LULU, INC.
SEABULK MAINTAINER, INC.
SEABULK XXXXXXX, INC.
SEABULK XXXXXX I, INC.
SEABULK XXXXXX XX, INC.
SEABULK MERLIN, INC.
SEABULK MUBARRAK, INC.
SEABULK NEPTUNE, INC.
SEABULK NIDDY, INC.
SEABULK OCEAN SYSTEMS HOLDINGS CORPORATION
SEABULK OFFSHORE ABU DHABI, INC.
SEABULK OFFSHORE DUBAI, INC.
SEABULK OFFSHORE OPERATORS TRINIDAD LIMITED
SEABULK ORYX, INC.
SEABULK PELICAN, INC.
SEABULK XXXXX, 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 XXXX, INC.
SEABULK SEAHORSE, INC.
SEABULK SENGALI, INC.
SEABULK SERVICE, INC.
SEABULK XXXXX, INC.
SEABULK SHINDAGA, INC.
SEABULK SKUA I, INC.
SEABULK ST. TAMMANY, INC.
SEABULK XXXXXX, INC.
SEABULK SWIFT, INC.
SEABULK TAURUS, INC.
SEABULK TENDER, INC.
SEABULK XXXX 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.
SEABULK OFFSHORE OPERATORS NIGERIA LIMITED
SEABULK RED TERN LIMITED
SEABULK OFFSHORE U.K., LTD.
SEAMARK LTD., INC.
By: __________________________
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
OCEAN SPECIALTY TANKERS
CORP.
By: __________________________
Name: Xxxxx Xxxxxxx
Title: Vice President
LIGHTSHIP LIMITED PARTNER
HOLDINGS, LLC
By:
Name: Xxxx X. Xxxxxxxx,
Title: Vice President
SEABULK OFFSHORE, LTD.
By:
Name: Xxxxxx X. Xxxxxxxxxx
Title: Division President
SUN STATE MARINE SERVICES, INC.
By: __________________________
Name: Xxxxxxx X. Xxxx
Title: President
