EXHIBIT 10.3
SECOND AMENDMENT
TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Second Amendment to Amended and Restated Revolving Credit Agreement is
effective as of June 30, 1997 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 Revolving
Credit Agreement (which is hereinafter described).
WHEREAS, the parties hereto entered into an Amended and Restated Revolving
Credit Agreement, effective December 31, 1996, as amended by an Amended and
Restated Consent of Banks and First Amendment to Amended and Restated Revolving
Credit Agreement, dated May 15, 1997 but effective as of April 4, 1997 (the
"Revolving Credit Agreement"); and
WHEREAS, the parties hereto desire to amend the Revolving Credit Agreement
to modify the minimum Consolidated Tangible Net Worth financial covenant.
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 parties hereto do hereby amend and restate Section 8.1(m)(v) of the
Revolving Credit Agreement to read as follows:
(v) Minimum Consolidated Tangible Net Worth. Borrower will not
permit Consolidated Tangible Net Worth at the end of any fiscal quarter to
be less than $65,000,000.00 plus 50% of Consolidated Net Income (without
giving any effect to any losses), excluding any Consolidated Net Income due
to non-cash accounting adjustments, for each fiscal quarter ending after
June 30, 1997 plus 50% of the net cash proceeds received by the Borrower
from any sale of stock of the Borrower or any Subsidiary (other than the
Initial Offering) through any public offering within the meaning of the
Securities Act of 1933.
3. 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.
4. This Second 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed.
HALTER MARINE GROUP, INC.
BY: _________________________ THE FIRST NATIONAL BANK OF CHICAGO
ITS: _________________________
00000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000 BY: _________________________
Telecopy number: (000) 000-0000 ITS: _________________________
One First National Plaza
Suite 0324
WHITNEY NATIONAL BANK 00xx Xxxxx
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
000 Xx. Xxxxxxx Xxxxxx XXX XXXX XX XXXX XXXXXX
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
FIRST NATIONAL BANK OF COMMERCE 000 Xxxxxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxxxx, XX 00000
BY: _________________________ Telecopy number: (000) 000-0000
ITS: _________________________
Energy Services Dept., 2nd Fl.
000 Xxxxxxx Xxxxxx XXXX XXX, XXXXXXXXX, N.A.
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
HIBERNIA NATIONAL BANK 000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
BY: _________________________ Telecopy number:
ITS: _________________________
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 THE BANK OF TOKYO -MITSUBISHI, LTD.
Telecopy number: (000) 000-0000
BY: _________________________
ITS: _________________________
0000 Xxxx Xxxxxx, XX000
0000 Xxxxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Telecopy number: (000) 000-0000
2
THE SUMITOMO BANK LIMITED
BY: _________________________
ITS: _________________________
BY: _________________________
ITS: _________________________
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
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