SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT, dated as of December 19, 1996 (this "Amendment"), by and among Tidewater Inc., a
Delaware corporation (the "Company"), the Domestic Subsidiaries (as defined in the Credit Agreement) of the
Company named on Exhibit "A" attached hereto and made a part hereof, which Domestic Subsidiaries constitute
all of the Domestic Subsidiaries of the Company (herein together with the Company called the "Companies"), and
First National Bank of Commerce, as administrative agent ("Administrative Agent"), First National Bank of
Commerce, The First National Bank of Boston and Texas Commerce Bank National Association, as agents
("Agents"), and First National Bank of Commerce, The First National Bank of Boston, Texas Commerce Bank
National Association, AmSouth Bank of Alabama, Whitney National Bank, Hibernia National Bank and Bank
One, Louisiana, N.A. (formerly Premier Bank National Association), as lenders (the "Lenders").
A. The Company, the Domestic Subsidiaries, the Administrative Agent, the Agents and the Lenders have
executed a Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December
29, 1995 (as amended, the "Credit Agreement") relating to a $130,000,000 line of credit expiring on September
30, 1998, after which the line of credit converts to a four-year term loan.
B. The Companies and the Lenders have agreed (i) to increase the line of credit to $162,500,000 and (ii) to
modify the basis for determining the Applicable LIBO Rate Margin and Applicable Facility Fee Rate.
NOW, THEREFORE, for and in consideration of the mutual covenants, agreements and undertakings herein
contained, the Companies and Lenders hereby agree as follows:
1. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed hereto in the