[EXECUTION COPY]
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INTERNATIONAL SHIPHOLDING CORPORATION
as Borrower
_____________________________
$50,000,000
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of January 22, 1998
Amended and Restated as of March 31, 1998
______________________________
CERTAIN LENDERS
CITICORP SECURITIES, INC.
as Arranger
CITIBANK, N.A.
as Administrative Agent
************************************************************
1
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 22,
1998, amended and restated as of March 31, 1998, between INTERNATIONAL
SHIPHOLDING CORPORATION, a Delaware corporation (the "Borrower"); Citibank, N.A.
(the "Existing Lender"); each of the banks or financial institutions named in
Schedule 2 hereto (each, a "New Lender" and, collectively, the "New Lenders"
and, together with the Existing Lender, 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").
W I T N E S S E T H:
WHEREAS, the Borrower, the Existing Lender and the Administrative
Agent are parties to that certain Credit Agreement dated as of January 22,
1998 (the "Existing Credit Agreement"); and
WHEREAS, the parties hereto desire to amend and restate the Existing
Credit Agreement to, among other things, increase the aggregate amount of the
Commitments and reflect the addition of the New Lenders as Lenders and
accordingly to re-allocate the Advance outstanding under the Existing Credit
Agreement immediately prior to the Restatement Date (the "Existing Advance"),
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 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.
Section 1. Definitions. Capitalized terms used but not otherwise
defined herein have the meanings given them in the Existing Credit Agreement.
Section 2. Amendments. Effective on the Restatement Date, the
Existing Credit Agreement is hereby amended as follows and is hereby restated
in its entirety as so amended:
(a) Effective on the Restatement Date, (1) the Existing Advance shall
(subject to the making of the payments and satisfaction of the other
conditions set forth in Section 4 hereof) be reduced to zero, the Existing
Lender shall have an Advance in the amount set forth opposite the name of the
Existing Lender in Schedule 1 hereto, and the Commitment of the Existing
Lender shall be the amount set forth opposite the name of the Existing Lender
in said Schedule 1; and (2) each New Lender shall be deemed to be a Lender
for all purposes of the Existing Credit Agreement as amended hereby,
2
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 each New Lender
shall be the amount set forth opposite the name of such New Lender in said
Schedule 2. Anything in the Existing Credit Agreement to the contrary
notwithstanding, commitment fee shall, from and after the 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 Restatement Date shall be for the sole account of the Existing Lender).
(b) The last sentence of the definition of "Commitment" in Section 1.01
of the Existing Credit Agreement shall be amended and restated to read in its
entirety as follows:
"The original aggregate amount of the Commitments is $50,000,000."
(c) The definition of "Commitment Termination Date" in Section 1.01 of
the Existing Credit Agreement shall be amended and restated to read in its
entirety as follows:
""Commitment Termination Date" means the earlier of (i) March 31, 2001
(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."
(d) The reference to "$25,000,000" in the last line of Section 2.01(a)
of the Existing Credit Agreement shall be replaced by "$50,000,000".
(e) Schedule 4.01(b) of the Existing Credit Agreement is hereby deleted
and replaced with Schedule 4.01(b), attached as Annex A hereto.
(f) Schedule 4.01(m) of the Existing Credit Agreement is hereby deleted
and replaced with Schedule 4.01(m), attached as Annex B hereto.
(g) All references in the Existing Credit Agreement to the Existing
Credit Agreement shall be deemed to refer to the Existing Credit Agreement as
amended and restated hereby.
Section 3. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders and the Administrative Agent as of the
Restatement Date that 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
Restatement Date and as if each reference in such representations and
warranties to the Existing Credit Agreement referred to the Existing Credit
Agreement as amended and restated by this Agreement.
3
Section 4. Conditions Precedent. The amendment and restatement of
the Existing Credit Agreement contemplated hereby shall become effective on
the date (the "Restatement Date") on which the Administrative Agent shall
notify the Borrower that the following conditions have been satisfied:
(a) Execution by All Parties. This Agreement shall have been
executed and delivered by each of the parties hereto.
(b) Notes. The Existing Lender shall have delivered to the
Administrative Agent the Note executed by the Borrower and delivered to the
Existing 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 Lenders) or Schedule 1 (in the case of the Existing
Lender) hereto after giving effect to the occurrence of the Restatement Date,
and the Administrative Agent shall have returned to the Borrower, upon
receipt of said new Notes, the existing Note marked "Cancelled".
(c) Advances. Each New Lender shall have remitted to the
Administrative Agent on the Restatement Date an amount equal to the amount of
its Advance as specified in Schedule 2, and the Existing Lender shall have
remitted to the Administrative Agent on the Restatement Date an amount equal
to the amount of its Advance as specified in Schedule 1, by wire transfer of
Dollars in immediately available funds (for prompt distribution to the
Existing Lender in such aggregate amount as is required to reduce the Existing
Advance 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 First Amendment
and Restatement and the Notes as the Administrative Agent may request.
(e) Corporate Documents. The Administrative Agent shall have received
an officer's certificate of the Borrower certifying that the charter, by-laws
and board of directors resolutions with respect to the Existing Credit Agreement
delivered to the Administrative Agent on January 22, 1998 have not been
amended, rescinded or revoked, and remain in full force and effect.
(f) Interest and Fees. The Borrower shall have paid to the
Administrative Agent for account of the Existing Lender all unpaid interest
and fees outstanding under the Existing Credit Agreement accrued through the
Restatement Date.
4
(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 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 telecopier, 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.
5
IN WITNESS WHEREOF, the parties hereto have caused this First
Amended and Restated Credit Agreement to be duly executed as of the day and
year first above written.
INTERNATIONAL SHIPHOLDING
CORPORATION
/s/ Xxxxx X. Xxxxxxx
By_________________________
Name: Xxxxx X. Xxxxxxx
Title: Chairman
6
LENDERS
-------
CITIBANK, N.A.
/s/ Xxxx X. Xxxxx
By________________________
Name: Xxxx X. Xxxxx
Title: Vice President
BANK ONE, LOUISIANA N.A.
/s/ Xxxx X. Xxxxxx
By________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
/s/ Philippe Soustra
By________________________
Name: Philippe Soustra
Title: Senior Vice President
FIRST NATIONAL BANK OF MARYLAND
/s/ Xxxxx X. Xxxx III
By________________________
Name: Xxxxx X. Xxxx III
Title: Assistant Vice President
ADMINISTRATIVE AGENT
--------------------
CITIBANK, N.A., as
Administrative Agent
/s/ Xxxx X. Xxxxx
By__________________________
Name: Xxxx X. Xxxxx
Title: Vice President
7
SCHEDULE 1
Existing Lender;
Revised Advance Amount
----------------------
Name of Existing Lender
-----------------------
Citibank, N.A.
Applicable Lending Office
-------------------------
Domestic Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Eurodollar Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Address for Notices
-------------------
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, XX 00000
Attn: Savas Divan
Tel: 000-000-0000
Fax: 000-000-0000
Outstanding Principal Amount of Advance Immediately After Occurence of
----------------------------------------------------------------------
Restatement Date
----------------
$750,000
Commitment
----------
$12,500,000
8
SCHEDULE 2
New Lenders;
Initial Advance Amounts
-----------------------
(1) Name of New Lender
------------------
Bank One, Louisiana N.A.
Applicable Lending Office
-------------------------
Domestic Lending Office:
000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Eurodollar Lending Office:
000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Address of Notices
------------------
000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Outstanding Principal Amount of Advance Immediately After Occurrence of
-----------------------------------------------------------------------
Restatment Date
---------------
$750,000
Commitment
----------
$12,500,000
(2) Name of New Lender
------------------
Credit Lyonnais New York Branch
Applicable Lending Office
-------------------------
Domestic Lending Office:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Eurodollar Lending Office:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Address of Notices
------------------
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxx Xxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Outstanding Principal Amount of Advance Immediately After Occurrence of
-----------------------------------------------------------------------
Restatement Date
----------------
$750,000
Commitment
----------
$12,500,000
(3) Name of New Lender
------------------
First National Bank of Maryland
Applicable Lending Office
-------------------------
Domestic Lending Office:
00 Xxxxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Eurodollar Lending Office:
00 Xxxxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Address for Notices
-------------------
00 Xxxxx Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx/
Xxxxx Xxxxxxxx
Tel: 000-000-0000/4522
Fax: 000-000-0000
Outstanding Principal Amount of Advance Immediately After Occurrence of
-----------------------------------------------------------------------
Restatement Date
----------------
$750,000
Commitment
----------
$12,500,000
9
ANNEX A
Schedule 4.01(b) -- Subsidiaries
----------------------------------
INTERNATIONAL SHIPHOLDING CORPORATION
SUBSIDIARIES OF THE REGISTRANT
AS OF MARCH 31, 1998
Jurisdiction Under
Which Organized
--------------------
International Shipholding Corporation (Registrant) Delaware
International Shipholding Corporation (1) New York
River Towing, Inc. Delaware
Xxxxxxxx Steamship Corporation New York
Sulphur Carriers, Inc. Delaware
Central Gulf Lines, Inc. Delaware
Florida Barge Lines Corporation Delaware
Material Transfer, Inc. Delaware
Enterprise Ship Company, Inc. Delaware
Bay Insurance Company Bermuda
LCI Shipholdings, Inc. Liberia
Gulf South Inc. Liberia
Gulf South Shipping Pte. Ltd. Singapore
Cypress Auto Carriers, Inc. Liberia
New Combo, Inc. Liberia
Forest Lines Inc. Liberia
Marco Shipping Co. Pte. Ltd. Singapore
Marcoship Agencies Malaysia
X. X. Xxxxxxx & Co., Inc. New York
Shipvest Companhia de Gestao Maritima, Lda.(2) Madeira
St. Rose Fleeting Company, Inc. Louisiana
LMS Shipmanagement, Inc. Louisiana
Lash Intermodal Terminal Company Delaware
Resource Carriers, Inc. Delaware
(1) New York name-holding corporation
(2) 60% owned by the Registrant
All of the subsidiaries listed above are wholly-owned subsidiaries and
are included in the consolidated financial statements incorporated by
reference herein unless otherwise indicated.
/s/ Xxxx X. Xxxxxxxx
---------------------
Xxxx X. Xxxxxxxx
Vice President-CFO
10
ANNEX B
Schedule 4.01(m) -- Existing Debt
-----------------------------------
Part I
------
INTERNATIONAL SHIPHOLDING CORPORATION
OUTSTANDING DEBT AT 03/31/98
Total Line Outstanding Debt
at 03/31/98 at 03/31/98 Collateral
------------ ------------ --------------------------
CGL First National Bank
of Maryland-$12M 7,000,000 Green Wave, Green Ridge,
assignment of freights,
MSC charter
CGL First National Bank
of Maryland-$5M 4,250,000 Green Wave, Green Ridge,
assignment of freights,
MSC charter
CGL NationsBank-ATFO/Barges 1,396,430 82 Lash Barges
CGL Philadelphia-76 Barges 1,888,801 76 Lash Barges, security
interest in receivables,
charter hire
CGL Philadelphia-82 Barges 2,710,832 82 Lash Barges, security
interest in receivables,
charter hire
CGL Sale/Leaseback Agreement 15,248,658 326 LASH Barges
ESC $50M Energy Enterprise 38,824,709 Energy Enterprise,
assignment of time charter,
freights, hire
ISC 9% Senior Notes Due 2003 93,891,000 Unsecured
ISC 7.75% Senior Notes Due 2007 110,000,000 Unsecured
LCI NationsBank-Atlantic Forest 10,514,285 Atlantic Forest
SCI Title XI-Sulphur Enterprise 34,663,000 Sulphur Enterprise
ISC Citibank Line of
Credit 25,000,000 3,000,000
------------
323,387,715
============
LEGEND:
CGL Central Gulf Lines, Inc.
ESC Enterprise Ship Company
ISC International Shipholding Corporation
LCI LCI Shipholdings, Inc.
SCI Sulphur Carriers, Inc.
Part II
-------
INTERNATIONAL SHIPHOLDING CORPORATION
REPAYMENT WITH NEW ISSUE PROCEEDS
MARCH 31, 1998
Prepayment
Loan Date Principal
------------------------------------ -------------------- -------------------
Lines of Credit Currently Drawn
FNBC 01/23/98 5,000,000.00
Bank One 01/22/98 6,000,000.00
Bank One - Xxx Houston 01/26/98 5,200,000.00
Citibank - Green Bay/Green Lake 01/26/98 20,500,000.00
Bank One - River Barges 01/26/98 111,600.00
Chase Manhattan Bank - Amazon 01/27/98 4,050,000.00
First National Bank of Commerce
Xxx/Xxxxxxx 01/27/98 2,500,000.00
Midland - Bali/Banda Sea 01/30/98 5,348,000.00
01/30/98 12,196,000.00
01/30/98 19,256,000.00
Midland - Java Sea 01/30/98 4,812,500.00
Principal Mutual
Cypress Pass 02/05/98 3,287,360.00
Cypress Trail 02/05/98 3,666,680.00
Title XI - Green Island 03/09/98 2,178,000.00
Title XI - Barge Refurbishment 03/09/98 2,402,000.00
------------------
96,508,140.00
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