Fifth Supplemental Credit Agreement

EXHIBIT 10.48

Fifth Supplemental Credit Agreement

     Fifth Supplemental Credit Agreement (the “Fifth Supplemental Credit Agreement”) dated June 23, 2005, among Seabulk International, Inc., a Delaware corporation (the “Borrower”); Seabulk Towing, Inc., a Delaware corporation; each of the four Additional Subsidiary Guarantors hereinbelow specified; and Fortis Capital Corp. (the “Agent”).

Preliminary Statement

     Pursuant to the Amended and Restated Credit Agreement, dated as of August 5, 2003, as amended by Amendment No. 1 thereto dated March 26, 2004; a Supplemental Credit Agreement dated as of June 17, 2004; a Second Supplemental Credit Agreement dated August 6, 2004; a Third Supplemental Credit Agreement dated December 10, 2004; and a Fourth Supplemental Credit Agreement dated June 10, 2005, (as so amended, the “Credit Agreement”), among Seabulk International, Inc., (the “Borrower”), the Subsidiary Guarantors named therein, the Released Subsidiary Guarantors named therein, Fortis, NIB Capital Bank N.V. (“NIB”), The Governor & Company of The Bank of Scotland and each other financial institution which may hereafter execute and deliver an Assignment and Acceptance with respect to the Credit Agreement pursuant to Section 10.11 thereof (any one individually, a “Lender”, and collectively, the “Lenders”), Fortis, as administrative agent on behalf of the Lenders (when acting in its capacity as administrative agent under any Transaction Document, herein referred to, together with any successor administrative agent, as the “Agent”) and as book runner and as an arranger (when acting in such capacity, an “Arranger”) and NIB, as an arranger (when acting in such capacity, an “Arranger”, and together with Fortis, the “Arrangers”), the Lenders agreed to make the Facility available to the Borrower, in accordance with the terms of the Credit Agreement. As a condition to providing such Facility, each of the Lenders requested that the Subsidiary Guarantors, jointly and severally, guarantee the Obligations of the Borrower under the Credit Agreement by entering into the Credit Agreement and securing the Subsidiary Guarantors’ obligations hereunder by granting to the Agent, on behalf of the Lenders, a lien in, to and under the Collateral (as defined therein).

     In connection with the restructuring, for commercial reasons, of the ownership and/or operation of certain assets belonging to the Borrower or, in some cases, to subsidiaries of the Borrower, the Borrower has requested the consent of the Agent, on behalf of the Lenders, to the transfer, by way of capital contributions, of all of Borrower’s right, title and interest in and to the following U.S.-Flag Vessels and the Collateral related thereto to certain wholly-owned subsidiaries of Borrower (indicated below), subject to the continuation of the lien of the Agent, on behalf of the Lenders, in, to and under each of said Vessels and the Collateral related thereto:

SEABULK CHALLENGE (O.N. 642151) to Seabulk Petroleum Transport, Inc. (“SPT”)
SEABULK TRADER (O.N. 638899) to Seabulk Energy Transport, Inc. (“SET”)
SEABULK POWER (O.N. 518738) to Seabulk Ocean Transport, Inc. (“SOT”)
HOLLYWOOD (O.N. 678702) to Seabulk Towing, Inc.

     Borrower will contribute each of the SEABULK CHALLENGE, SEABULK TRADER and SEABULK POWER to the corresponding subsidiary through an intermediate, wholly-owned holding company, Seabulk Energy Carriers, Inc.(“SEC”), which will take and immediately

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transfer “flash” title in each Vessel, via capital contribution, to the corresponding transferee-subsidiary shown above.

     Although Seabulk Towing, Inc., is and remains a Subsidiary Guarantor under the Credit Agreement, SPT, SET, SOT and SEC are not. Accordingly, in order to induce the Agent, on behalf of the Lenders, to consent to the above-described transfers by way of capital contributions to Borrower’s wholly-owned subsidiaries, Borrower has agreed to cause each of those subsidiaries — - SPT, SET, SOT and SEC (hereinafter the “Additional Subsidiary Guarantors”) — - to become a Subsidiary Guarantor, pursuant to Sections 6.19 and 11.04(b) of the Credit Agreement, by executing this Fifth Supplemental Credit Agreement. As further inducement to the Agent, on behalf of the Lenders, to give such consent, each of the Borrower; Seabulk Towing, Inc.; and the Additional Subsidiary Guarantors has agreed to execute and deliver (and cause to be recorded where appropriate) in favor of the Agent, on behalf of the Lenders, any and all documents necessary to evidence the continuation of the lien of the Agent, on behalf of the Lenders, in, to and under the corresponding Vessel and the Collateral related thereto, concurrently with or immediately following its transfer or assumption of title to said Vessel (as the case may be) in connection herewith and (in the case of each of SPT, SET, SOT and Seabulk Towing, Inc.) the re-documentation of same under its ownership. All things necessary to make this Fifth Supplemental Credit Agreement a valid agreement of the Borrower, Seabulk Towing, Inc., and each of the Additional Subsidiary Guarantors in accordance with its terms have been done.

Statement of Agreement

     NOW, THEREFORE, and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of the Agent and each of the Lenders, as follows:

     SECTION 1. Each Additional Subsidiary Guarantor hereby agrees to become a Subsidiary Guarantor under the Credit Agreement and, together with each other Subsidiary Guarantor, hereby unconditionally and irrevocably guarantees, jointly and severally, to the Agent and each of the Lenders (i) the full and prompt payment of the principal of the Notes and the indebtedness represented thereby and the L/C Obligations when and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise; (ii) the full and prompt payment of interest on the Notes and the L/C Obligations when and as the same shall become due and payable (including interest at the Overdue Rate on any part of the principal amount, interest amount or other amount due under this Agreement and not paid when due); (iii) the full and prompt payment of an amount equal to each and all of the payments and other sums when and as the same shall become due, required to be paid by the Borrower under the terms of the Credit Agreement and under each of the other Transaction Documents to which it is a party and (iv) the full and prompt performance and observance by the Borrower of the obligations, covenants and agreements required to be performed and observed by the Borrower under the terms of the Credit Agreement and under each of the other Transaction Documents to which it is a party (items (i) through (iv), the “Subsidiary Guarantee Obligations”). Each Additional Subsidiary Guarantor hereby irrevocably and unconditionally agrees that, upon any default by the Borrower in the payment, when due, of any principal of, interest on or other amounts (including amounts in respect of fees and indemnification owing to the Agent or the Lenders) due under the Notes, the Credit Agreement or any other Transaction Document, it will promptly pay the same within ten (10) days after the receipt of written demand therefor from the Agent or any Lender. Each Additional Subsidiary Guarantor further hereby

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irrevocably and unconditionally agrees that, upon any default by the Borrower in any of its obligations, covenants and agreements required to be performed and observed by the Borrower under the Credit Agreement and under each of the other Transaction Documents to which it is a party, it will effect the observance of such obligations, covenants and agreements within ten (10) days after receipt of written demand therefor from the Agent or any Lender.

     Each Additional Subsidiary Guarantor further agrees that the Subsidiary Guarantee Obligations may be extended or renewed, in whole or in part, without notice to or further assent from said Additional Subsidiary Guarantor and that said Additional Subsidiary Guarantor will remain bound under the Credit Agreement, notwithstanding any extension or renewal of any Subsidiary Guarantee Obligation. Each Additional Subsidiary Guarantor is subject to all the provisions of the Credit Agreement applicable to a Subsidiary Guarantor. Without limiting the effect of the foregoing, each Additional Subsidiary Guarantor hereby agrees that it is hereby bound by the provisions of Section 6.19 of the Credit Agreement relating to the assignment to the Agent as security, and hereby grants to the Agent a security interest in (subject to the provisions of the applicable Assignment of Earnings and Insurances), all the freights, hires, charters and Insurances to which such Additional Guarantor is entitled in respect of the Vessel and any other Vessels that it owns which are subject to the Mortgages.

     SECTION 2. Each of the Borrower; Seabulk Towing, Inc.; and the Additional Subsidiary Guarantors hereby agrees to execute and deliver (and cause to be recorded where appropriate) in favor of the Agent, on behalf of the Lenders, any and all documents necessary to evidence the continuation of the lien of the Agent, on behalf of the Lenders, in, to and under the corresponding Vessel and the Collateral related thereto, concurrently with or immediately following its transfer or assumption of title to said Vessel (as the case may be) in connection herewith and (in the case of each of SPT, SET, SOT and Seabulk Towing, Inc.) the re-documentation of same under its ownership.

     SECTION 3. The Credit Agreement, as supplemented and amended by this Fifth Supplemental Credit Agreement and all other Credit Agreements supplemental thereto, is in all respects ratified and confirmed, and the Credit Agreement, this Fifth Supplemental Credit Agreement and all Credit Agreements supplemental thereto shall be read, taken and construed as one and the same instrument.

     SECTION 4. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Fifth Supplemental Credit Agreement by any of the provisions of the Credit Agreement, such required provision shall control.

     SECTION 5. All covenants and agreements in this Fifth Supplemental Credit Agreement by each of Seabulk Towing, Inc., and the Additional Subsidiary Guarantors shall bind its successors and assigns, whether so expressed or not.

     SECTION 6. In case any provision in this Fifth Supplemental Credit Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     SECTION 7. Nothing in this Fifth Supplemental Credit Agreement, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder,

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and the Lenders any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Credit Agreement.

     SECTION 8. THIS FIFTH SUPPLEMENTAL CREDIT AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     SECTION 9. All terms used in this Fifth Supplemental Credit Agreement not otherwise defined herein that are defined in Appendix A to the Credit Agreement shall have the meanings set forth therein.

     SECTION 10. This Fifth Supplemental Credit Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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     WHEREOF, the parties have caused this Fifth Supplemental Credit Agreement to be duly executed as of the date first written above.

SEABULK INTERNATIONAL, INC.				SEABULK ENERGY TRANSPORT,
as Borrower,				INC. hereby acknowledges and agrees to the terms, conditions and provisions of the above Fifth Supplemental Credit Agreement
/s/ Xxxxxxx X. Xxxxxxxx				/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx				Name: Xxxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact				Title: Attorney-in-Fact
FORTIS CAPITAL CORP.				SEABULK OCEAN TRANSPORT, INC.
as Agent,				hereby acknowledges and agrees to the terms, conditions and provisions of the above Fifth Supplemental Credit Agreement
/s/ C. Xxxxxx Xxxxxx				/s/ Xxxxxxx X. Xxxxxxxx
Name: C. Xxxxxx Xxxxxx				Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President				Title: Attorney-in-Fact
/s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
SEABULK TOWING, INC.				SEABULK ENERGY CARRIERS, INC.
hereby acknowledges and agrees to the terms, conditions and provisions of the above Fifth Supplemental Credit Agreement.				hereby acknowledges and agrees to the terms, conditions and provisions of the above Fifth Supplemental Credit Agreement.
/s/ Xxxxxxx X. Xxxxxxxx				/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx				Name: Xxxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact				Title: Attorney-in-Fact
SEABULK PETROLEUM
TRANSPORT, INC.
hereby acknowledges and agrees to the terms, conditions and provisions of the above Fifth Supplemental Credit Agreement.
/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact

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