AMENDMENT NO. 4 AND INTERIM WAIVER
This AMENDMENT NO. 4 AND INTERIM WAIVER (this "Amendment"), dated as of May 17,
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 for the fiscal period 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.7 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
June 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. Amendments to the Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in ss.7 hereof, the Credit Agreement is hereby
amended as follows:
ss.3.1 Definitions.
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "Applicable Margin" set forth therein in its entirety.
(b) Section 1.1 of the Credit Agreement is hereby further amended by deleting
the definitions of "Available Commitment" and "Interest Payment Date" set forth
therein in their entirety and substituting in lieu thereof, respectively, the
following new definitions:
"Available Commitment. $160,355,058, or such higher amount as may be consented
to by both of the Agents and the Required Banks, each such consent to be in the
sole and absolute discretion of such Person."
"Interest Payment Date. As to each Loan (i) May 21, 1999 with respect to
interest accrued on such date and (ii) the last Business Day of each calendar
week ending thereafter, including, without limitation, the calendar week which
includes the Drawdown Date of such Loan."
(c) The definition of "Interest Period" set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting the word "quarter" occurring in the
sixth line of such definition and substituting in lieu thereof the word "week".
(d) The definition of "Required Banks" set forth in Section 1.1 of the Credit
Agreement is hereby amended by deleting the text "fifty-one percent (51%)"
occurring in the third line of such definition and substituting in lieu thereof
the text "seventy-five percent (75%)".
ss.3.2 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 May 17, 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 five percent (5%) 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.3.3 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 May 17, 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 five percent (5%) 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.3.4 Mandatory Prepayments of Term Loan. Section 4.6 of the Credit Agreement
is hereby amended by deleting the following text from such Section: "pro rata to
the remaining scheduled installment payments of the Term Loan; provided that,
prepayments of the Term Loan pursuant to this Section 4.6 made with the proceeds
of a Specified Sale Leaseback shall be applied".
ss.3.5 Letter of Credit Fees. Section 5.6 of the Credit Agreement is hereby
amended by (i) deleting the text "three and one-half percent (3-1/2%) per annum"
occurring in such Section and substituting in lieu thereof the text "five
percent (5%) per annum" and (ii) deleting the word "month" occurring in the
second, sixth, seventh and eleventh lines of such Section and substituting in
lieu thereof the word "week".
ss.3.6 Interest After Default. Section 8.9.1 of the Credit Agreement is hereby
amended by deleting the words "two percent (2%) above the Base Rate plus the
Applicable Margin" and substituting in lieu thereof the words "seven percent
(7%) above the Base Rate".
ss.3.7 Bank Accounts. Section 11.16 of the Credit Agreement is hereby amended by
deleting the date "May 4, 1999" set forth therein and substituting in lieu
thereof the date "June 1, 1999".
ss.3.8 Cash Management Arrangements. Section 11.18 of the Credit Agreement is
hereby amended by deleting the date "May 4, 1999" set forth therein and
substituting in lieu thereof the date "June 1, 1999".
ss.3.9 Vessel Operational Matters. Section 11.20 of the Credit Agreement is
hereby amended by deleting the text "on or before May 3, 1999, or as promptly
thereafter as possible" set forth therein and substituting in lieu thereof the
text "as promptly as practicable after any reasonable request therefor by the
Agents, their counsel or their representatives".
ss.3.10 Collateral Preservation. Section 11.23 of the Credit Agreement is hereby
amended by inserting the text ", subject to Permitted Liens entitled to priority
under applicable law" immediately before the period at the end of such Section.
ss.3.11 Restructuring Efforts. The Credit Agreement is hereby further amended by
inserting the following new ss.11.24 therein in the correct numerical sequence:
"ss.11.24 Restructuring Efforts. The Borrower shall, not less frequently than
weekly, provide the Banks with a written or oral report, in reasonable detail,
as to the status of its restructuring efforts."
ss.3.12 Restrictions on Investments. Section 12.3(j) of the Credit Agreement is
hereby amended by (i) deleting the word "and" occurring immediately before the
numeral "(ii)" in the proviso of such Section and substituting in lieu thereof a
comma and (ii) inserting the following new text immediately before the period at
the end of such Section: ", and (iii) the Borrower or, as applicable, a
Subsidiary of the Borrower, was, on or before April 18, 1999, contractually
obligated to make such Investment".
ss.3.13 Disposition of Assets. The Credit Agreement is hereby further amended by
deleting ss.12.5.2 thereof in its entirety and substituting in lieu thereof the
following new ss.12.5.2:
"12.5.2. Disposition of Assets. The Borrower will not, and will not permit any
of its Subsidiaries to, become a party to or agree to or effect any disposition
of assets, other than (a) the sale of inventory and the disposition of assets
other than Vessels no longer used or useful in the business or operations of the
Borrower, in each case, in the ordinary course of business consistent with past
practices, (b) the transfer of assets from any Subsidiary of the Borrower to the
Borrower or a Guarantor or from any Non-Guarantor Subsidiary to the Borrower or
another Subsidiary of the Borrower, and (c) the sale of assets by the Borrower
and its Subsidiaries not otherwise permitted pursuant to the foregoing clauses
of this Section 12.5.2 (including, without limitation, a sale of assets pursuant
to a sale leaseback transaction which is permitted pursuant to Section 12.6);
provided that (i) no Default or Event of Default shall have occurred and be
continuing, (ii) each such sale is made to a third party which is not an
Affiliate of the Borrower, (iii) as consideration for such sale, the Borrower
receives cash in an amount not less than the fair market value of such assets,
and (iv) the Borrower shall apply the Net Cash Proceeds received from such sale,
transfer or other disposition to the prepayment of the Term Loan in accordance
with Section 4.6 and, after the repayment in full of the Term Loan, to the
repayment of the Revolving Credit Loans, which repayment of Revolving Credit
Loans will be accompanied by an equivalent and permanent reduction in the
Available Commitment and the Total Revolving Credit Commitment. Notwithstanding
the foregoing, the Borrower will not, and will not permit any of its
Subsidiaries to, (a) effect any disposition of assets constituting Collateral
without the prior written consent of the Agents or (b) become a party to any
agreement to effect any disposition of assets constituting Collateral unless
such agreement provides that such disposition is contingent upon the prior
written consent of the Agents. The provisions of this ss.12.5.2 shall not impair
the rights of the Banks set forth in ss.29."
ss.3.14 Expenses. Section 19.1 of the Credit Agreement is hereby amended as
follows:
(a) by inserting the text "any cash management documentation and related
matters," immediately after the word "herein," occurring in the thirteenth line
of such Section;
(b) by (i) deleting the word "and" occurring immediately before the numeral
"(vii)" therein and (ii) adding the following new text immediately before the
period at the end of the first sentence of such Section:
", (viii) the fees and expenses of Holland & Knight LLP, special maritime
counsel to the Agents (subject to such counsel entering into a confidentiality
agreement to the reasonable satisfaction of the Borrower), and (ix) any fees,
costs and expenses and bank charges, including bank charges for returned checks,
incurred by an Agent or any Bank in establishing, maintaining or handling agency
accounts, lock box accounts, cash management arrangements and/or any other
accounts, agreements or arrangements for the collection of any of the
Collateral"; and
(c) by (i) deleting the word "and" occurring immediately before the numeral
"(iii)" in the last sentence of such Section and (ii) adding the following new
text immediately after the words "Weil, Gotshal & Xxxxxx LLP" in such sentence:
", and (iv) Holland & Knight LLP".
ss.3.15 Indemnification. Section 19.2 of the Credit Agreement is hereby amended
by (i) deleting the word "or" occurring immediately before the numeral "(iii)",
in such Section and substituting in lieu thereof a comma and (ii) inserting the
following new text immediately before the words "in each case" occurring in the
eighteenth line of such Section:
"(iv) the reversal or withdrawal of any provisional credits granted by an Agent
or any Bank or any other Person upon the transfer of funds from lock box, bank
agency or concentration accounts or in connection with the provisional honoring
of checks or other items, or (v) except to the extent that any such liability,
loss, damage or expense shall have been finally determined by a court of
competent jurisdiction to have been caused by the gross negligence or willful
misconduct of an Agent or a Bank, an Agent or any Bank entering into any agency
agreements or other arrangements with respect to any lockbox accounts maintained
by the Borrower or any of its Subsidiaries with any Person, including any
liability of an Agent or any Bank arising under any indemnification obligations
incurred pursuant to any of the foregoing,"
ss.4. 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.5. 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 5(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.6. 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) neither
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) neither 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.7. Conditions to Effectiveness. This Amendment shall be effective as of the
date hereof upon the satisfaction of the following conditions precedent, on or
before May 24, 1999 (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) 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;
(c) the Borrower and the Guarantors shall have taken all other actions
reasonably requested by the Agents to ensure for the benefit of the Banks and
the Agents, the first priority perfected security interest of all of the
security interests and other liens granted to the Documentation Agent, in all
existing and after-acquired Collateral (subject to Permitted Liens entitled to
priority under applicable law), including, without limitation, the execution and
filing of Uniform Commercial Code financing statements, the notation of the
Documentation Agent's name as lienholder on all certificates of title, and the
naming of the Documentation Agent as assignee and loss payee on all insurance
policies of the Borrower and the Guarantors; and
(d) 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.
ss.8. Agreement and Acknowledgment of the Banks. Each of the Banks hereby (a)
consents to the sale of the Vessel Seabulk Bravo, Official Number 1225, for a
total consideration of not less than $1,350,000; provided that the greater of
$1,250,000 and the Net Cash Proceeds received by the Borrower and its
Subsidiaries from such sale shall, contemporaneously with such sale, be applied
to the prepayment of the Term Loan in accordance with ss.4.6 of the Credit
Agreement, as amended hereby, (b) acknowledges and agrees that ss.ss.19.1 and
19.2 of the Credit Agreement, in each case as amended hereby, shall continue to
be subject to ss.18.7 of the Credit Agreement, and (c) agrees that the
Documentation Agent may, on behalf of the Banks and the Agents, subordinate the
security interest and lien of the Documentation Agent, for the benefit of the
Banks and the Agents, in certain of the assets owned by Seabulk Offshore, Ltd.,
to the lien and security interest of debis Financial Services, Inc. in such
assets, pursuant to a Subordination Agreement in the form attached hereto as
Exhibit A.
ss.9. 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.
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 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.
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 XXXXX, 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 LIBERTY, INC.
SEABULK LINCOLN, INC.
SEABULK LULU, INC.
SEABULK MAINTAINER, INC.
SEABULK XXXXXXX, INC.
SEABULK XXXXXX I, INC.
SEABULK XXXXXX XX, 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 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 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.
By:
Name:
Title:
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:
MARANTA, S.A.
By:
Name:
Title:
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: Xxxxxx X. Xxxxxxxxxx
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:
