AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
OF
SEABULK AMERICA 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 XXXXX TANKERS (U.S.A.), INC. (hereinafter referred to as "Limited Partner").
(The General Partner and the Limited Partner are sometimes collectively referred
to herein as the "Partners").
W I T N E S S E T H :
WHEREAS, the Partners entered into a Limited Partnership Agreement
dated the 14th day of September, 1983 (the "Agreement") providing for the
formation and structure of SEABULK AMERICA PARTNERSHIP, LTD. (the
"Partnership");
WHEREAS, on the 31st day of May, 1989, the Partnership transferred its
interest in the vessel "4102" to Seabulk Transmarine Partnership, Ltd. ("STPL")
for use in the reconstruction of the wrecked tank vessel "Fuji", since renamed
SEABULK AMERICA, in exchange for which the Partnership received a 66.67% Limited
Partnership interest in STPL;
WHEREAS, upon redelivery of the SEABULK AMERICA, employment of the
vessel in the coastwise trade of the United States is the most profitable
employment of the vessel for the Partnership and for STPL;
WHEREAS, in order for the SEABULK AMERICA to be legally entitled to
trade in the coastwise trade, the ownership of the Partnership must be
restructured to reduce the Limited Partner's interest to 25% or less;
WHEREAS, the General Partner, pursuant to Section 9.01 of the
Agreement, has been granted the power of attorney to carry out its
responsibilities to the Partnership on behalf of the Limited Partner and is
required pursuant to that section to perform all acts necessary and desirable
for the protection of the Limited Partner; and
WHEREAS, in order to fulfill its obligations to the Partnership and the
Limited Partner, the General Partner is effecting a distribution by the
Partnership to the Limited Partner of a portion of the Partnership's limited
partnership interest in STPL representing a 25% limited partnership interest in
STPL and a 30.59% reduction in the limited partnership interest of the Limited
Partner in the Partnership from 49% to 18.41%, all so as to legally qualify the
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
sufficiency 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 place of residence of the General Partner and the Limited Partner are as
follows:
General Partner Address
Seabulk Tankers, Ltd. 0000 Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Xxxxx Tankers c/o Xxxxx-Xxxxxxx, Inc.
(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 is substituted in its stead:
"4.03 Percentage Ownership of the Partnership Assets. The percentage
interest of the General Partner and the Limited Partner in the Partnership
assets is as follows:
General Partner: Percentage
Seabulk Tankers, Ltd. 81.59%
Limited Partner:
Xxxxx Tankers (U.S.A.), Inc. 18.41%
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 the 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 Amendment or a
counterpart hereof as of the 26th day of September, 1990.
GENERAL PARTNER:
SEABULK TANKERS, LTD.
By: Hvide Marine Transport, Incorporated
its sole general partner
By: /s/ XXXX XXXXXXX
Vice President
LIMITED PARTNER:
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
Vice President
