EXHIBIT 10D(ii)
SECOND AMENDMENT
TO CONSTRUCTION AND TERM LOAN AGREEMENT
Second Amendment dated as of July 10, 1996 to Construction and Term
Loan Agreement (the "Second Amendment"), by and among KADAMPANATTU CORP.,
a Delaware corporation (the "Borrower"), TRAILER BRIDGE, INC., a Delaware
corporation (the "Guarantor"), THE FIRST NATIONAL BANK OF BOSTON and the
other lending institutions listed on Schedule 1 to the Credit Agreement
(as hereinafter defined) (the "Banks") and THE FIRST NATIONAL BANK OF
BOSTON, as agent for the Banks (in such capacity, the "Agent"), amending
certain provisions of the Construction and Term Loan Agreement dated as of
October 13, 1995 (as amended and in effect from time to time, the "Credit
Agreement") by and among the Borrower, the Guarantor, the Banks and the
Agent. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrower, the Guarantor, the Banks and the Agent have
agreed to modify certain terms and conditions of the Credit Agreement as
specifically set forth in this Second Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1. Amendment to Section 1 of the Credit Agreement.
Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "Project Costs" in its entirety and restating it as follows:
Project Costs. The total cost to complete the Project,
including the Contract Price, the costs and expenses under and
associated with the Contract, architects' fees and miscellaneous fees
and expenses as set forth in the Project Budget; provided, however,
that in no event shall the aggregate amount of such Project Costs for
(a) the Vessel known as the Jax-San Xxxx Bridge exceed $10,725,000
and (b) the Vessel known as the San Xxxx-Jax Bridge exceed
$11,500,000.
Section 2. Amendment to the Credit Agreement. Schedules 1 and
1.1(b) of the Credit Agreement are hereby amended by deleting each of
Schedule 1 and Schedule 1.1(b) in its entirety and substituting in place
thereof the Schedule 1 and Schedule 1.1(b) attached hereto.
Section 3. Conditions to Effectiveness. This Second Amendment
shall not become effective until the Agent receives the following:
(a) a counterpart of this Second Amendment executed by the Borrower,
the Guarantor, the Banks and the Agent;
(b) the duly executed replacement promissory notes payable to each
of the Banks reflecting the increase in the Commitment of each Bank;
(c) an originally executed First Amendment to the Preferred Fleet
Mortgage, such First Amendment to be in form and substance satisfactory to
the Banks and the Agent, duly executed by the Borrower; and
(d) corporate resolutions of each of the Borrower and the Guarantor
authorizing the transactions contemplated by this Second Amendment.
Section 4. Representations and Warranties. Each of the Borrower
and the Guarantor hereby repeats, on and as of the date hereof, each of
the representations and warranties made by it in Section 7 of the Credit
Agreement, provided, that all references therein to the Credit Agreement
shall refer to such Credit Agreement as amended hereby. In addition, each
of the Borrower and the Guarantor hereby represents and warrants that the
execution and delivery by the Borrower and the Guarantor of this Second
Amendment and the performance by the Borrower and the Guarantor of all of
their agreements and obligations under the Credit Agreement as amended
hereby are within the corporate authority of each of the Borrower and the
Guarantor and have been duly authorized by all necessary corporate action
on the part of each of the Borrower and the Guarantor.
Section 5. Ratification, Etc. Except as expressly amended
hereby, the Credit Agreement and all documents, instruments and agreements
related thereto, including, but not limited to the Security Documents, are
hereby ratified and confirmed in all respects and shall continue in full
force and effect. The Credit Agreement and this Second Amendment shall be
read and construed as a single agreement. All references in the Credit
Agreement or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended hereby.
Section 6. No Waiver. Nothing contained herein shall constitute
a waiver of, impair or otherwise affect any Obligations, any other
obligation of the Borrower, the Guarantor or any rights of the Agent or
the Banks consequent thereon.
Section 7. Counterparts. This Second Amendment may be executed
in one or more counterparts, each of which shall be deemed an original but
which together shall constitute one and the same instrument.
Section 8. Governing Law. THIS SECOND AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.
KADAMPANATTU CORP.
By: /s/ Xxxx X. XxXxxx
Title: President
TRAILER BRIDGE, INC.
By: /s/ Xxxx X. XxXxxx
Title: Chairman
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent
By: /s/ Xxxxxx X'Xxxxxx
Title: Managing Director
BANK ONE, LOUISIANA N.A.
By: /s/ Xxxxx Xxxxxxxx
Title: Vice President
RATIFICATION OF GUARANTY
The undersigned Guarantor hereby acknowledges and consents to the
foregoing Second Amendment as of July __, 1996, and agrees that the
Guaranty dated as of October 13, 1995 (as amended and in effect from time
to time) from the Guarantor in favor of the Agent for the benefit of the
Agent and the Banks remains in full force and effect, and the Guarantor
confirms and ratifies all of its obligations thereunder.
TRAILER BRIDGE, INC.
By: /s/ Xxxx X. XxXxxx
Title: Chairman
Schedule 1
Commitment
Bank Commitment Percentage
The First National Bank
of Boston $15,900,000 60%
Bank One Louisiana, N.A. $10,600,000 40%
Schedule 1.1(b)
Maximum Cumulative Advance Amounts
Maximum
Cumulative
Milestone Milestone Advance
No. Milestone Event Amount Amount
1 Contract Signing $1,030,000 $ 7,093,960
2 Receipt of 1,000 short tons of $ 515,000 $ 8,123,960
steel
3 Receipt of additional 1,000 $ 515,000 $ 9,153,960
short tons of steel
4 Receipt of remaining tons of $ 772,500 $10,698,960
steel
5 Complete fabrication of 500 ST $ 772,500 $12,243,960
of panels
6 Complete fabrication of 1,000 $ 772,500 $13,788,960
ST of panels
7 Complete fabrication of 1,500 $ 772,500 $15,333,960
ST of panels
8 Complete fabrication of 2,000 $ 772,500 $16,878,960
ST of panels
9 Start erecting hull on shipway $ 772,500 $18,423,960
10 Launch of hull module $1,030,000 $20,483,960
11 Begin cutting existing hull $ 515,000 $21,513,960
12 Complete cutting existing hull $ 515,000 $22,543,960
13 Begin inserting midbody $ 515,000 $23,573,960
14 Complete inserting midbody $ 515,000 $24,603,960
15 Redeliver completed vessel $ 515,000 $25,633,960
16 Payment for final finishing $ 422,000 $26,055,960
repairs on first Vessel
17 Payment for certain finishing $ 515,000 $26,570,960
repairs on second Vessel
18 Payment for final finishing $ 515,000 $27,085,960
repairs on second Vessel
19 Miscellaneous Change Orders $ 580,000 $27,665,960
$10,722,000
for first
Vessel and
$11,330,00
for second
Vessel
