EXHIBIT 10.1
CONSENT OF BANKS AND FIRST AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
This Consent of Banks and First Amendment to Amended and Restated
Revolving Credit Agreement, is 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).
WHEREAS, the parties hereto entered into an Amended and Restated
Revolving Credit Agreement, effective December 31, 1996 (the "Revolving Credit
Agreement");
WHEREAS, the parties hereto desire to amend the Revolving Credit
Agreement;
WHEREAS, Borrower has requested the Banks to consent to Borrower
obtaining a Loan for the acquisition of an interest in additional Subsidiaries
and the Banks are willing to consent thereto subject to the provisions hereof;
and
WHEREAS, Borrower intends to approach the Banks in the future about
the incurrence of a Loan or other Indebtedness in order to purchase the balance
of the outstanding capital stock of such Subsidiaries but Borrower recognizes
that further consents of the Required Banks are required in order for Borrower
to incur any such Loan or other Indebtedness and/or to purchase such additional
stock.
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 three (3)
months after the effective date of this 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 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.
5. 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.
6. 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, except for Maritime Holdings, Inc. and
Texas Drydock, Inc., is owned solely by Borrower and/or any one or
more Subsidiaries. Except as disclosed on Schedule 7.8 attached
hereto, 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,
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.
7. Notwithstanding Sections 7.8 and 8.1(p) of the Revolving Credit
Agreement and the definition of "Continuing Guarantee" in the Revolving Credit
Xxxxxxxxx, XXX, XXX,
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and TDI International, Ltd. ("TDI International"), a Cayman Islands corporation,
shall not be required to execute a Continuing Guarantee unless and until MHI or
TDI become wholly owned Subsidiaries of Borrower and/or any one or more
Subsidiaries.
8. Advances or loans from Borrower and/or any one or more
Subsidiaries to MHI, TDI and/or TDI International shall not be considered a
Restricted Investment so long as (a) such advances and loans are represented by
a promissory note, (b) such advances and loans do not in the aggregate at any
one time exceed the MHI Borrowing Base and (c) the advances and loans to TDI
International do not in the aggregate at any one time exceed Five Million
Dollars ($5,000,000.00). The "MHI Borrowing Base" shall mean the sum of Thirty
Million Dollars ($30,000,000.00) less the sum of (a) the aggregate amount of all
loans and advances outstanding from Borrower and/or any one or more Subsidiaries
to MHI, TDI and/or TDI International (including principal, interest and any
fees) 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 MHI, TDI and/or TDI International plus (c) the
aggregate undrawn face amount of all outstanding Letter(s) of Credit securing or
guaranteeing obligations of or performance by MHI, TDI and/or TDI International.
9. The parties hereto do hereby amend Section 4.1(a) of the Revolving
Credit Agreement to add the following additional restrictions regarding the
issuance of Letters of Credit:
(viii) the sum of (A) the aggregate undrawn face amount of all
outstanding Letter(s) of Credit securing or guaranteeing
obligations of or performance by MHI, TDI and/or TDI
International 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 MHI, TDI and/or TDI International shall not at any one time
exceed the sum of Thirty Million Dollars ($30,000,000.00); and
(ix) the sum of (A) the aggregate undrawn face amount of all
outstanding Letter(s) of Credit securing or guaranteeing
obligations of or performance by TDI International 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 TDI International
shall not at any one time exceed the sum of Five Million
Dollars ($5,000,000.00).
10. 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.
11. Within ten (10) of the effective date hereof Borrower shall
furnish Agent with the following:
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(a) A Stock Pledge Agreement (the "Stock Pledge Agreement") by
Halter-Nevada whereby Halter-Nevada grants Agent for the benefit
of the Banks a first pledge and security interest in the stock of
MHI and TDI owned by Halter-Nevada, which Stock Pledge Agreement
shall be in such form as Agent may reasonably require;
(b) Such resolutions and certificates of Halter-Nevada and its
officers 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 Halter-
Nevada of the Stock Pledge Agreement and the perfection and
priority of the security interest created thereby 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 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 which executed Continuing
Guarantees in such form as Agent may require consenting to the
execution of this Consent of Banks and First Amendment to Amended
and Restated Revolving Credit Agreement together with such
resolutions and certificates of such Subsidiaries and its
officers relating thereto as may be required by Agent and
satisfactory in form and substance to the Agent.
12. An amended and restated Schedule 7.8 to the Revolving Credit
Agreement is annexed hereto.
13. An amended and restated Schedule 7.12 to the Revolving Credit
Agreement is annexed hereto.
14. 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.
15. This 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. THE FIRST NATIONAL BANK OF CHICAGO
BY: _________________________ BY: _________________________
ITS: _________________________ ITS: _________________________
00000 Xxxxxx Xxxx One First National Plaza
Gulfport, MS 39503 Suite 0324
Telecopy number: (000) 000-0000 00xx Xxxxx
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
WHITNEY NATIONAL BANK
THE BANK OF NOVA SCOTIA
BY: _________________________
ITS: _________________________
000 Xx. Xxxxxxx Xxxxxx BY: _________________________
Xxx Xxxxxxx, XX 00000 ITS: _________________________
Telecopy number: (504) 552-4622 000 Xxxxxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxxxx, XX 00000
FIRST NATIONAL BANK OF COMMERCE Telecopy number: (000) 000-0000
BY: _________________________ BANK ONE, LOUISIANA, N.A.
ITS: _________________________
Energy Services Dept., 2nd Fl.
000 Xxxxxxx Xxxxxx BY: _________________________
Xxx Xxxxxxx, XX 00000 ITS: _________________________
Telecopy number: (504) 561-1316 000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
HIBERNIA NATIONAL BANK Telecopy number:
BY: _________________________ THE BANK OF TOKYO -MITSUBISHI, LTD.
ITS: _________________________
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 BY: _________________________
Telecopy number: (000) 000-0000 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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