AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
OF
SEABULK TRANSMARINE PARTNERSHIP, LTD.
THIS AMENDMENT to Limited Partnership Agreement made this 26th day of
September, 1990 among SEABULK TANKERS, LTD. (hereinafter referred to as "General
Partner"), and Xxxx X. Xxxxx, J. Xxxx Xxxxx, SEABULK AMERICA PARTNERSHIP, LTD.,
and XXXXX TANKERS (U.S.A.), INC. (hereinafter referred to as "Limited
Partners"). (The General Partner and the Limited Partners are sometimes
collectively referred to herein as the "Partners").
W I T N E S S E T H :
WHEREAS, Seabulk Tankers, Ltd., Xxxx X. Xxxxx, J. Xxxx Xxxxx, Xxxxxx
Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx entered into a Limited Partnership
Agreement (the "Agreement") dated the 30th day of August, 1985;
WHEREAS, the Agreement was amended on the 24th day of December, 1986 to
reflect certain assignments by the Limited Partners to the General Partner of
their Limited Partnership interests in the Partnership, the conversion of such
Limited Partnership interests to general partnership interests of the General
Partner, and to reflect the withdrawal of certain of the then Limited Partners;
WHEREAS, the Agreement was amended on the 31st day of May, 1989 to
reflect the admittance of Seabulk America Partnership, Ltd. ("SAPL") as a
Limited Partner in the Partnership and to reflect SAPL's exchange of its 100%
ownership interest in the vessel "4102" for a 66.67% interest in the
Partnership; and
WHEREAS, in conjunction with the operation of the wrecked tank vessel
known as the "Fuji" (since renamed the "SEABULK AMERICA") following its
redelivery, the Partners desire to amend Sections 2.04 and 4.03 of the Agreement
to (a) reflect the distribution by SAPL of a
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portion of its limited partnership interest in the Partnership to Xxxxx Tankers
(U.S.A.), Inc. ("Stolt") representing a 25% limited partnership interest in the
Partnership; (b) the resulting admittance of Stolt as a Limited Partner in the
Partnership and (c) the resulting reduction of SAPL's limited partnership
interest in the Partnership from 66.67% to 41.67%, all so as to legally qualify
SEABULK AMERICA to operate in the U.S. coastwise trade.
NOW, THEREFORE, in consideration of the premises and the sum of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt and
suffiency of which is hereby acknowledged, the Partners agree as follows:
1. Section 2.04 of the Agreement is hereby deleted in its entirety and
the following is substituted in its stead:
"2.04 Names and Addresses or Places of Residence of Partners.
The names and places of residence of the General Partner and the
Limited Partners are as follows:
General Partner: Address:
Seabulk Tankers, Ltd. 0000 Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Limited Partners: Address:
Xxxx X. Xxxxx 0000 Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
J. Xxxx Xxxxx 0000 Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Seabulk America 0000 Xxxxx Xxxxx
Partnership, Ltd. Xxxx Xxxxxxxxxx, XX 00000
Xxxxx Tanker c/o Xxxxx-Xxxxxxx, Inc.
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(U.S.A.), Inc. 0 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
2. Section 4.03 of the Agreement is hereby deleted in its entirety and the
following in its stead:
"4.03 Percentage Ownership of the Partnership Assets. The percentage
interest of the General Partner and the Limited Partners in the partnership
assets are as follows:
Percentage
General Partner:
Seabulk Tankers, Ltd. 33.00%
Limited Partners:
----------------
Xxxx X. Xxxxx 0.165%
J. Xxxx Xxxxx 0.165%
Seabulk America
Partnership, Ltd. 41.67%
Xxxxx Tankers
(U.S.A.)., Inc. 25.00%"
3. It is acknowledged that Seabulk America Partnership, Ltd. (by and
through its general partner Seabulk Tankers, Ltd.) is executing this Amendment
in its capacity as attorney- in-fact for Xxxxx Tankers (U.S.A.), Inc. as
provided for in Section 9.01 of the SAPL Agreement;
4. Except for the foregoing amendments, the Limited Partnership
Agreement is hereby ratified and confirmed and shall remain in full force and
effect.
IN WITNESS WHEREOF, each party has executed this Agreement or a
counterpart hereof as of the 26th day of September, 1990.
GENERAL PARTNER:
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SEABULK TANKERS, LTD.
By: Hvide Marine Transport, Incorporated
its sole general partner
By: /s/ Xxxx Xxxxxxx
Vice President
LIMITED PARTNERS:
/s/ Xxxx Xxxxxxx
Xxxx X. Xxxxx, Xxxx Xxxxxxx, atty-in-fact
/s/ J. Xxxx Xxxxx
J. Xxxx Xxxxx
SEABULK AMERICA PARTNERSHIP
LTD.
By: Seabulk Tankers, Ltd.
its sole general partner
By: Hvide Marine Transport,
Incorporated
its sole general partner
By: /s/ Xxxx Xxxxxxx
Title: Vice President
XXXXX TANKERS (U.S.A.)., INC.
By: Seabulk Tankers, Ltd.
sole general partner of
SEABULK AMERICA
PARTNERSHIP, LTD.
attorney-in-fact
By: Hvide Marine Transport, Incorporated
its sole general partner
By: /s/ Xxxx Xxxxxxx
Title: Vice President
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