EXHIBIT 10.2
AMENDED AND RESTATED CONSENT OF BANKS AND FIRST AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Amended and Restated Consent of Banks and First Amendment to Amended
and Restated Revolving Credit Agreement is entered into on this 15th day of
May, 1997, effective the 4th day of April, 1997, and is made and entered into by
and among HALTER MARINE GROUP, INC., a Delaware corporation ("Borrower") and the
undersigned Banks, including Whitney National Bank in its capacity as a Bank and
as Agent for the Banks under the Amended and Restated Revolving Credit Agreement
(which is hereinafter described) and constitutes an amendment and restatement of
the Consent of Banks and First Amendment to Amended and Restated Revolving
Credit Agreement, effective April 4, 1997.
WHEREAS, the parties hereto entered into an Amended and Restated Revolving
Credit Agreement, effective December 31, 1996 (the "Revolving Credit
Agreement");
WHEREAS, Borrower has requested the Banks to consent to one of its
Subsidiaries purchasing additional Subsidiaries and to the incurrence of
Indebtedness in connection therewith.
NOW THEREFORE, for good and adequate consideration the receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
1. As used herein, capitalized terms not defined herein shall have the
meanings attributed to them in the Revolving Credit Agreement.
2. The Banks do hereby consent to the purchase by Halter Marine, Inc.
("Halter-Nevada"), a Nevada Corporation and wholly owned Subsidiary of Borrower,
and consent to the use of Nineteen Million Three Hundred Seventy-Two Thousand
Five Hundred Dollars ($19,372,500.00) in Loan proceeds (the "$19,372,500.00
Loan") obtained by Borrower for the purchase of (a) Fifty-One Thousand (51,000)
shares of capital stock of Maritime Holdings, Inc.("MHI"), a Delaware
Corporation, for the price and sum of Fifteen Million Four Hundred Ninety-Eight
Thousand Dollars ($15,498,000.00) and (b) One Hundred Two (102) shares of the
capital stock of Texas Drydock, Inc. ("TDI"), a Texas Corporation, for the price
and sum of Three Million Eight Hundred Seventy-Four Thousand Five Hundred
Dollars ($3,874,500.00) (collectively, the "MHI and Texas Drydock Acquisition").
3. The consent of the Banks to the MHI and Texas Drydock Acquisition is
subject to Borrower paying and Borrower agrees to pay, within six (6) months
after the effective date of this Amended and Restated Consent of Banks and First
Amendment to Amended and Restated Revolving Credit Agreement, the $19,372,500.00
Loan incurred for the MHI and Texas Drydock Acquisition through the incurrence
of a future Loan or other Indebtedness (in each case, in accordance with the
terms of the Revolving Credit Agreement). Borrower acknowledges and agrees that
the further consent of the Required Banks is required in order for Borrower to
incur any such future Loan or other Indebtedness described in this Paragraph 3
which consent shall not be unreasonably withheld.
4. The Banks do hereby further consent to the purchase by Halter-Nevada of
Forty-Nine Thousand (49,000) shares of capital stock of MHI and Ninety-Eight
(98) shares of capital stock of TDI, for the total price and sum of Twenty-Seven
Million Dollars ($27,000,000.00). The Banks do hereby further consent to Halter-
Nevada incurring Indebtedness in favor of the
sellers (including the note payable to the escrow agent) of such shares of MHI
and TDI set forth in this paragraph 4 in the amount of Twenty-Seven Million
Dollars ($27,000,000.00) bearing interest at the rate of seven and one-tenth (7
1/10%) percent per annum and due and payable on January 15, 1998 (such
Indebtedness, as it may be amended, renewed, replaced or refinanced, other than
through a Loan, shall be referred to as the "Seller Indebtedness"). Borrower
represents and warrants that after the purchases of MHI and TDI stock set forth
in paragraphs 2 and 4 hereof, Halter-Nevada will be the holder and owner of all
of the issued and outstanding stock of MHI and TDI. Borrower acknowledges and
agrees that the further consent of the Required Banks is required in order for
Borrower to incur any future Loan or other Indebtedness to pay off the Seller
Indebtedness which consent shall not be unreasonably withheld.
5. The parties hereto do hereby amend and restate the definition of
"Company Business" in the Revolving Credit Agreement to read as follows:
Company Business shall mean (i) the construction, repair and conversion of
ocean-going and inland vessels, (ii) the construction, repair and
conversion of drilling rigs, barges and vessels, (iii) the production of
any component of or accessory to any such ocean-going or inland vessel or
drilling rig, barge or vessel, (iv) any other similar type of production,
construction or manufacturing, (v) any financing related to the sale of any
of the Borrower's or any Subsidiary's products, and (vi) any other
activities ancillary to the foregoing.
6. The parties hereto do hereby amend and restate the definition of
"Subsidiary" in the Revolving Credit Agreement to read as follows:
Subsidiary shall mean (a) any corporation of which more than fifty percent
(50%) of the issued and outstanding capital stock entitled to vote for the
election of directors (other than by reason of default in the payment of
dividends) is at the time owned directly or indirectly by Borrower and/or
any one or more Subsidiary of Borrower, or (b) any partnership, limited
liability company, business trust, or any other similar entity of which
more than fifty percent (50%) of the voting interests is at the time owned
directly or indirectly by Borrower and/or any one or more Subsidiary of
Borrower, and specifically including, but not limited to, each of the
entities described on Schedule 7.8 hereto.
7. The parties hereto do hereby amend and restate Section 7.8 of the
Revolving Credit Agreement to read as follows:
7.8 Subsidiaries. There are no Subsidiaries other than as identified on
Schedule 7.8 attached hereto, as the same may from time to time be amended,
modified or supplemented as provided herein. The capital stock of each
Subsidiary is duly authorized, validly issued and fully paid and
nonassessable and is owned solely by Borrower and/or any one or more
Subsidiaries. Except as disclosed on Schedule 7.8 attached hereto and TDI
International, Ltd.'s interest in TDI Nass International, W.L.L., neither
Borrower nor any of its Subsidiaries, individually or collectively, owns or
holds, directly or indirectly, any capital stock or equity security of, or
any equity interest in, any corporation or business. Borrower may at any
time amend, modify or supplement Schedule 7.8 by notifying the Agent in
writing of any changes thereto,
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including any formation, acquisition, merger or liquidation of Subsidiaries
or any change in the capitalization of any Subsidiary, in each case, in
accordance with the terms of this Agreement and provided that any such new
Subsidiary shall, within thirty (30) days of the creation or acquisition of
such Subsidiary, execute and deliver to Agent for the benefit of all the
Banks a Continuing Guarantee in form of Exhibit C annexed hereto and made a
part hereof.
8. Borrower represents and warrants that TDI International, Ltd. owns
Forty-Nine (49%) percent of TDI Nass International, W.L.L., a limited liability
company organized under the laws of Bahrain. Investments by Borrower and/or any
one or more Subsidiaries in TDI Nass International, W.L.L. shall not be
considered Restricted Investments so long as the amount of such Investments in
TDI Nass International, W.W.L. made after the effective date hereof does not in
the aggregate exceed Five Million Dollars ($5,000,000.00).
9. The parties hereto do hereby amend and restate Section 4.1(a)(vii) of
the Revolving Credit Agreement to read as follows:
(vii) the sum of (A) the aggregate undrawn face amount of all outstanding
Letter(s) of Credit securing or guaranteeing obligations of or
performance by Offshore plus (B) the aggregate principal amount of
all outstanding Letter of Credit Loans arising out of Letter(s) of
Credit securing or guaranteeing obligations of or performance by
Offshore shall not at any one time exceed the Offshore Commitment.
10. Within ten (10) days of the execution date hereof Borrower shall
furnish Agent with the following:
(a) Continuing Guarantees executed by MHI, TDI and TDI International, Ltd.
(b) Such resolutions and certificates of MHI, TDI and TDI International,
Ltd. and their officers relating to the execution, delivery and
performance by MHI, TDI and TDI International, Ltd. of Continuing
Guarantees and such opinions of XxXxxxxxxx Xxxxxxxx, a Professional
Limited Liability Company, or other counsel acceptable to Agent,
relating to the execution, delivery and performance by MHI and TDI of
Continuing Guarantees as may be required by Agent and satisfactory in
form and substance to the Agent;
(c) Such resolutions and certificates of Borrower and its officers
relating to the execution, delivery and performance by Borrower of
this Amended and Restated Consent of Banks and First Amendment to
Amended and Restated Revolving Credit Agreement as may be required by
Agent and satisfactory in form and substance to the Agent; and
(d) An agreement by the Subsidiaries (except MHI, TDI and TDI
International, Ltd.) in such form as Agent may require consenting to
the execution of this Amended and Restated Consent of Banks and First
Amendment to Amended and Restated Revolving Credit Agreement together
with such resolutions and certificates of such Subsidiaries and their
officers relating thereto as may be required by Agent and satisfactory
in form and substance to the Agent.
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10. An amended and restated Schedule 7.8 to the Revolving Credit Agreement
is annexed hereto.
11. An amended and restated Schedule 7.12 to the Revolving Credit
Agreement is annexed hereto.
12. In connection with the foregoing and only in connection with the
foregoing, the Revolving Credit Agreement is hereby amended, but in all other
respects all of the terms, conditions and provisions of the Revolving Credit
Agreement remain unaffected.
13. This Amended and Restated Consent of Banks and First Amendment to
Amended and Restated Revolving Credit Agreement may be executed in two or more
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof; each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
TO THE END OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed.
HALTER MARINE GROUP, INC.
BY: _________________________ THE FIRST NATIONAL BANK OF CHICAGO
ITS: _________________________
00000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000 BY: _________________________
Telecopy number: (000) 000-0000 ITS: _________________________
One First National Plaza
Suite 0324
WHITNEY NATIONAL BANK 00xx Xxxxx
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
000 Xx. Xxxxxxx Xxxxxx XXX XXXX XX XXXX XXXXXX
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
FIRST NATIONAL BANK OF COMMERCE 000 Xxxxxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxxxx, XX 00000
BY: _________________________ Telecopy number: (000) 000-0000
ITS: _________________________
Energy Services Dept., 2nd Fl.
000 Xxxxxxx Xxxxxx XXXX XXX, XXXXXXXXX, N.A.
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
HIBERNIA NATIONAL BANK 000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
BY: _________________________ Telecopy number:
ITS: _________________________
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 THE BANK OF TOKYO -MITSUBISHI, LTD.
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
0000 Xxxx Xxxxxx, XX000
0000 Xxxxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Telecopy number: (000) 000-0000
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THE SUMITOMO BANK LIMITED
BY: _________________________
ITS: _________________________
BY: _________________________
ITS: _________________________
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
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