EXHIBIT 10.2
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INTERNATIONAL SHIPHOLDING CORPORATION
as Borrower
-----------------------------
$48,000,000
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 4, 1999
(Originally dated as of January 22, 1998 and
amended and restated as of March 31, 1998)
------------------------------
CERTAIN LENDERS
XXXXXXX XXXXX XXXXXX INC.
as Arranger
CITIBANK, N.A.
as Administrative Agent
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 4, 1999
among INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation (the
"BORROWER"); Citibank, N.A., Bank One, Louisiana N.A. and FMB Bank (each, an
"EXISTING LENDER"); the bank listed on Schedule 2 hereto (the "NEW LENDER" and,
together with the Existing Lenders, the "LENDERS"); and CITIBANK, N.A., as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "ADMINISTRATIVE AGENT").
WHEREAS, the Borrower, the Existing Lenders, the Declining Lender(s)
(as defined below) and the Administrative Agent are parties to that certain
Credit Agreement dated as of January 22, 1998, amended and restated as of March
31, 1998 (the "EXISTING CREDIT AGREEMENT"); and
WHEREAS, the parties hereto desire to amend and restate the Existing
Credit Agreement to, among other things, decrease the aggregate amount of the
Commitments and reflect the addition of the New Lender as a Lender and
accordingly to re-allocate the Advances outstanding under the Existing Credit
Agreement immediately prior to the Second Restatement Date (the "EXISTING
ADVANCES"), as hereinafter defined, PRO RATA among all of the Lenders on the
basis of their respective Commitments as in effect immediately upon the
occurrence of the Second Restatement Date.
NOW, THEREFORE, the parties hereto agree to amend the Existing
Credit Agreement as set forth herein and to restate the Existing Credit
Agreement to read in its entirety as set forth in the Existing Credit Agreement,
which is incorporated herein by reference, with the amendments specified in
Section 2 below (as so amended and restated, the "CREDIT AGREEMENT").
Section 1. DEFINITIONS. Capitalized terms used but not otherwise
defined herein have the meanings given them in the Credit Agreement. Except as
used in the definitions set forth in Section 2(c) below, references to "hereby,"
"herein," "hereof" and "herewith" refer to this document but not the Credit
Agreement.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, effective as of the Second Restatement
Date (as hereinafter defined), the Existing Credit Agreement shall be amended as
follows:
(a) GENERAL. All references in the Existing Credit Agreement to
"this Agreement" (including indirect references) shall be deemed to refer
to the Credit Agreement.
(b) COMMITMENTS; ADVANCES. (1) The Existing Advances shall (upon and
subject to the making of the payments provided for, and satisfaction of
the other
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conditions set forth in, Section 4 hereof) be deemed to have been repaid
in full, each Existing Lender shall simultaneously, for all purposes of
the Credit Agreement, be deemed to have made an Advance on the Second
Restatement Date in the amount set forth opposite its name in Schedule 1
hereto, and the Commitment of each Existing Lender shall be the amount set
forth opposite its name in said Schedule 1; (2) each Declining Lender (as
defined below) shall cease to be, and shall cease to have any of the
rights and obligations of, a "Lender" under the Credit Agreement; and (3)
the New Lender shall be deemed to be a Lender for all purposes of the
Credit Agreement, having an Advance in the amount set forth opposite its
name in Schedule 2 hereto and the Address for Notices and Applicable
Lending Office set forth opposite its name in said Schedule 2, and the
Commitment of the New Lender shall be the amount set forth opposite its
name in said Schedule 2. Anything in the Existing Credit Agreement to the
contrary notwithstanding, commitment fee shall, from and after the Second
Restatement Date, be for the account of the respective Lenders in
accordance with their respective Commitments (but all commitment fee
accrued to but not including the Second Restatement Date shall be for the
sole account of the Existing Lenders).
(c) DEFINITIONS. The following definitions in Section 1.01 of the
Existing Credit Agreement are added (to the extent not already included in
said Section 1.01) or amended (to the extent already included in said
Section 1.01) to read in their entirety as follows:
"APPLICABLE MARGIN" means, for any day, the respective rate
per annum set forth in the table below opposite the Utilization
Level prevailing on the Calculation Date immediately preceding such
day under the caption "Applicable Margin":
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Utilization Level Applicable Margin
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Utilization Level 1 1.00%
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Utilization Xxxxx 0 1.25%
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The Administrative Agent shall determine the Utilization Level and
corresponding Applicable Margin on each Calculation Date. Each such
determination of the Applicable Margin, and each change in the
Applicable Margin resulting from a change in the Utilization Level,
shall become effective with respect to all outstanding Eurodollar
Rate Advances from and including such Calculation Date until but
excluding the immediately succeeding Calculation Date.
"CALCULATION DATE" means the first day of each Interest
Period.
"COMMITMENT" means, as to any Lender, the amount set forth
opposite its name on Schedules 1 or 2 (as the case may be) to the
Second Amended and Restated Credit Agreement or, if applicable, as
to any Lender that has entered into an Assignment and Acceptance,
the amount set forth for such Lender in the Register, in each case
as the same may be reduced pursuant to Section 2.04 or
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increased or reduced pursuant to assignments effected in accordance
with Section 8.06. The aggregate amount of the Commitments as of May
4, 1999 is $48,000,000.
"COMMITMENT TERMINATION DATE" means the earlier of (i) March
31, 2002 (or, if such date is not a Business Day, the immediately
preceding Business Day) and (ii) the date of termination or
cancellation of the Commitments pursuant to the terms of this
Agreement.
"SECOND AMENDED AND RESTATED CREDIT AGREEMENT" means the
Second Amended and Restated Credit Agreement dated as of May 4, 1999
among the parties hereto.
"UTILIZATION LEVELS" means, on any Calculation Date, (a)
Utilization Level 1 if the aggregate amount of Commitments utilized
is less than or equal to $25,000,000 and (b) Utilization Level 2 if
the aggregate amount of Commitments utilized is greater than
$25,000,000.
(d) The reference to "$50,000,000" in the last line of Section
2.01(a) of the Existing Credit Agreement shall be replaced by
"$48,000,000".
(e) The reference to "$60,000,000" in clause (v) of Section 5.02(b)
of the Existing Credit Agreement shall be replaced by "$50,000,000".
(f) Schedule 4.01(m) of the Existing Credit Agreement is hereby
deleted and replaced in its entirety with Schedule 4.01(m), attached as
Annex A hereto.
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Lenders and the Administrative Agent as of the
Second Restatement Date (as hereinafter defined) that (i) the representations
and warranties set forth in Section 4.01 of the Existing Credit Agreement are
true as if made on and as of the Second Restatement Date and as if each
reference in such representations and warranties to the Existing Credit
Agreement referred to the Credit Agreement and (ii) no event has occurred and is
continuing that constitutes a Default (and the parties agree that if any of said
representations and warranties shall prove to have been incorrect in any
material respect when made, the occurrence and continuance of such event shall
constitute an Event of Default under Section 6.01(b) of the Credit Agreement).
Section 4. CONDITIONS PRECEDENT. The amendment and restatement of
the Existing Credit Agreement contemplated hereby shall become effective, as of
May 4, 1999 (the "SECOND RESTATEMENT DATE"), upon the satisfaction of the
following conditions:
(a) EXECUTION BY ALL PARTIES. This Agreement shall have been
executed and delivered by each of the parties hereto. If there exists any
Person that is a "Lender" under and as defined in the Existing Credit
Agreement but not a Lender hereunder (each, a
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"DECLINING Lender"), such Person shall have confirmed, in a manner
satisfactory to the Administrative Agent, that its commitments under the
Credit Agreement have terminated and that it is no longer party to the
Credit Agreement.
(b) NOTES. Each Existing Lender and each Declining Lender shall have
delivered to the Administrative Agent the Note executed by the Borrower
and delivered to such Existing Lender and Declining Lender pursuant to the
Existing Credit Agreement, the Borrower shall have delivered to the
Administrative Agent a new Note payable to each Lender in the amount of
the Commitment of such Lender as set forth in Schedule 2 (in the case of
the New Lender) or Schedule 1 (in the case of the Existing Lenders) hereto
after giving effect to the occurrence of the Second Restatement Date, and
the Administrative Agent shall have returned to the Borrower, upon receipt
of said new Notes, the existing Notes marked "Cancelled".
(c) ADVANCES. The New Lender shall have remitted to the
Administrative Agent on the Second Restatement Date an amount equal to the
amount of its Advance as specified in Schedule 2, by wire transfer of
Dollars in immediately available funds at the Administrative Agent's
Account, for prompt distribution by the Administrative Agent to each
Declining Lender in such aggregate amount as is required to reduce the
outstanding Existing Advance of such Declining Lender, on the Second
Restatement Date, to zero.
(d) OPINION OF COUNSEL TO THE BORROWER. The Administrative Agent
shall have received a favorable opinion in form and substance satisfactory
to it from Jones, Walker, Waechter, Poitevent, Carrere & Xxxxxxx, L.L.P.,
counsel to the Borrower, with respect to such matters relating to this
Agreement and the Credit Agreement as the Administrative Agent may
request.
(e) CORPORATE DOCUMENTS. The Administrative Agent shall have
received certified copies of the charter and by-laws of the Borrower (or,
in the alternative, an officer's certificate of the Borrower that such
constitutive documents have not been amended, rescinded or revoked, and
remain in full force and effect, since delivery thereof to the
Administrative Agent on January 22, 1998) and of all corporate
authorizations for the Borrower (including without limitation, board of
director resolutions and evidence of the incumbency, including specimen
signatures, of officers) with respect to the making and performance by the
Borrower of this Agreement and the Credit Agreement.
(f) INTEREST AND FEES. The Borrower shall have paid to the
Administrative Agent for account of each Existing Lender and of each
Declining Lender all unpaid interest, fees and all other amounts
(including without limitation any amounts due and payable under Section
8.04(c) of the Existing Credit Agreement) outstanding under the Existing
Credit Agreement accrued through the Second Restatement Date. In addition,
the Borrower shall have paid to the Administrative Agent for account of
each Lender an amendment fee in the amount of $5,000 per Lender.
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(g) OTHER DOCUMENTS. The Administrative Agent shall have received
such other documents as the Administrative Agent, any Lender or special
New York counsel to the Administrative Agent may reasonably request.
Section 5. MISCELLANEOUS.
(a) The parties agree that the provisions of Section 8.06 of the
Existing Credit Agreement are inapplicable to the transactions
contemplated by this Agreement, but shall apply to any and all assignments
or participations of the Advances occurring after the Second Restatement
Date.
(b) Except as herein provided, the Existing Credit Agreement shall
remain unchanged and in full force and effect.
(c) This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart and sending the same by facsimile, mail,
messenger or courier to the Administrative Agent or counsel to the
Administrative Agent.
(d) This Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.
(e) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amended and Restated Credit Agreement to be duly executed as of the day and year
first above written.
BORROWER
INTERNATIONAL SHIPHOLDING CORPORATION
By /s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board
ADMINISTRATIVE AGENT
CITIBANK, N.A., as
Administrative Agent
By /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Vice President
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LENDERS
CITIBANK, N.A.
By /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Vice President
BANK ONE, LOUISIANA N.A.
By /s/ XXXXXXXXX X. XXXXXX
Name: Xxxxxxxxx X. Xxxxxx
Title: Authorized Officer
FMB BANK
By /s/ XXXXX X. BELLE III
Name: Xxxxx X. Belle III
Title: Assistant Vice President
HIBERNIA NATIONAL BANK
By /s/ XXXXX XXXX
Name: Xxxxx Xxxx
Title: Senior Vice President
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Outstanding Principal Amount
of Advance Immediately
Applicable Lending After Occurence of
Name of Existing Lender Office Address for Notices Restatement Date Commitment
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Citibank, N.A. DOMESTIC LENDING OFFICE:
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000 Xxxx Xxxxxx 0 Xxxxx Xxx $4,250,000 $12,000,000
Xxx Xxxx, XX 00000 Xxxxx 000
Xxx Xxxxxx, XX 00000
EURODOLLAR LENDING OFFICE:
------------------------- Xxxxxxx Xxxxxx
000 Xxxx Xxxxxx Tel: 000-000-0000
Xxx Xxxx, XX 00000 Fax: 000-000-0000
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Bank One, Louisiana DOMESTIC LENDING OFFICE:
N.A. -----------------------
000 Xx. Xxxxxxx Xxxxxx 000 Xx. Xxxxxxx Xxxxxx $4,250,000 $12,000,000
Xxxxx 0000 Xxxxx 0000
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
EURODOLLAR LENDING OFFICE:
------------------------- Attn: Xxxxxx X. Xxxxxxx
000 Xx. Xxxxxxx Xxxxxx Tel: 000-000-0000
Suite 1410 Fax: 000-000-0000
Xxx Xxxxxxx, XX 00000
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FMB Bank DOMESTIC LENDING OFFICE:
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00 Xxxxx Xxxxxxx Xxxxxx 00 Xxxxx Xxxxxxx Street $4,250,000 $12,000,000
00xx Xxxxx 00xx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
EURODOLLAR LENDING OFFICE:
------------------------- Attn: Xxxxxxx Xxxxx/
00 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx
15th Floor Tel: 000-000-0000/4522
Xxxxxxxxx, XX 00000 Fax: 000-000-0000
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SCHEDULE 2
New Lenders;
INITIAL ADVANCE AMOUNTS
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Outstanding
Principal Amount of
Advance Immediately
Applicable Lending After Occurrence of
Name of New Lender Office Address for Notices Restatement Date Commitment
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Hibernia National DOMESTIC LENDING OFFICE:
Bank -----------------------
000 Xxxxxxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx $4,250,000 $12,000,000
00xx Xxxxx 00xx Xxxxx
Xxx Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
EURODOLLAR LENDING OFFICE:
-------------------------
000 Xxxxxxxxxx Xxxxxx Attn: Xxxxxx Xxxxxxxx
10th Floor Tel: 000-000-0000
Xxx Xxxxxxx, XX 00000 Fax: 000-000-0000
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ANNEX A
SCHEDULE 4.01(M) - EXISTING DEBT
PART I
See attached.
PART II
See attached.
INTERNATIONAL SHIPHOLDING CORPORATION
OUTSTANDING DEBT AT 4/30/99 *
TOTAL OUTSTANDING
LINE DEBT
AT 4/30/99 AT 4/30/99 COLLATERAL
CGL First Nat Bk of Maryland - $12M 5,000,000 Green Wave, Green Ridge, assignment of freights, MSC charter
CGL First Nat Bk of Maryland - $5M 2,750,000 Green Wave, Green Ridge, assignment of freights, MSC charter
CGL NationsBank - ATFO Barges 1,153,574 82 Lash Barges
CGL Philadelphia - 76 Barges 1,052,781 76 Lash Barges, security interest in receivables, charter hire
CGL Philadelphia - 82 Barges 1,555,992 82 Lash Barges, security interest in receivables, charter hire
CGL Sale/Leaseback Agreement 12,332,700 326 Lash Barges
ESC $50M Energy Enterprise 34,958,226 Energy Enterprise, assignment of time charter, freight, hire
ISC 9% Senior Notes Due 2003 92,891,000 Unsecured
ISC 7.75% Senior Notes Due 2007 110,000,000 Unsecured
LCI NationsBank - Atlantic Forest 8,685,713 Atlantic Forest
LCI Citibank - Asian King 47,000,000 Asian King, assignment of time charter, freights, hire
SCI Title XI - Sulphur Enterprise 25,969,000 Sulphur Enterprise
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343,348,986
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LEGEND:
CGL Central Gulf Lines, Inc.
ESC Enterprise Ship Company
ISC International Shipholding Corporation
LCI LCI Shipholdings, Inc.
SCI Sulphur Carriers, Inc.
* Excludes Corporate Line of Credit Drawings
