Exhibit 10.1
WAIVER AND THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
This Waiver and Third Amendment to Amended and Restated Loan Agreement is
entered into on this 7th day of November, 2003, effective as of September 30,
2003, and is executed in connection with that certain Amended and Restated Loan
Agreement effective as of December 20, 2002 (as the same may be amended,
restated, modified or supplemented from time to time, the "Loan Agreement")
among Torch Offshore, Inc. ("Borrower") and Regions Bank ("Bank").
WHEREAS, Borrower and Bank desire to amend the Loan Agreement.
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 Loan Agreement.
2. Bank hereby waives compliance by Borrower with the minimum Consolidated
Current Ratio covenant contained in Section 5.02(k)(i) of the Loan Agreement for
the fiscal quarter ending on September 30, 2003. Borrower acknowledges and
agrees that this waiver of compliance with the financial covenant contained in
Section 5.02(k)(i) of the Loan Agreement shall apply only to the fiscal quarter
ending on September 30, 2003 and shall not constitute a waiver of compliance for
any other fiscal quarter.
3. Section 5.02 (k)(i) of the Loan Agreement is amended and restated to
read as follows:
(i) Borrower will have and maintain, as of the end of each fiscal
quarter, a Consolidated Current Ratio of at least:
Periods Ending Ratio
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On or before December 31, 2003 1.00
From January 1, 2004 to March 31, 2004 1.10
After March 31, 2004 1.30.
4. BORROWER HEREBY RELEASES BANK AND SOLIDARILY AGREES TO HOLD BANK
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING PRIOR TO THE EXECUTION DATE
OF THIS WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED
LOAN AGREEMENT
ARISING OUT OF, RESULTING FROM OR RELATING TO (A) ANY SECURED OBLIGATIONS OR (B)
ANY OF THE LOAN DOCUMENTS.
5. In connection with the foregoing and only in connection with the
foregoing, the Loan Agreement is hereby amended, but in all other respects all
of the terms, conditions and provisions of the Loan Agreement remain unaffected.
6. Except as may be specifically set forth herein, this Waiver and Third
Amendment to Amended and Restated Loan Agreement shall not constitute a waiver
of any Default(s) under the Amended and Restated Loan Agreement or any documents
executed in connection therewith, all rights and remedies of Bank being
preserved and maintained.
7. This Waiver and Third Amendment to Amended and Restated Loan Agreement
may be executed in two or more counterparts, and it shall not be necessary that
the signatures of all parties hereto
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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.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.
TORCH OFFSHORE, INC.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Its Chief Financial Officer
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxx 00000
Telecopy number: (000) 000-0000
REGIONS BANK
By: /s/ XXXXX X. XXXXX
------------------
Xxxxx X. Xxxxx
Its Senior Vice President
000 Xx. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopier: (000) 000-0000
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