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EXHIBIT 4.1.3
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FIRST WAVE MARINE, INC.
as Issuer
SUBSIDIARY GUARANTORS
named herein
and
BANK ONE, N.A.
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of December 11, 1998
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Supplementing and Amending the Indenture
dated as of February 2, 1998
as amended by the First Supplemental Indenture
dated as of February 3, 1998
and the Second Supplemental Indenture
dated as of May 18, 1998
$90,000,000 11% Senior Notes due 2008
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This THIRD SUPPLEMENTAL INDENTURE, dated as of December 11, 1998, is
by and among FIRST WAVE MARINE, INC., a Delaware corporation (the "Company"),
NEWPARK SHIPBUILDING--XXXXX ISLAND, INC., a Texas corporation formerly known as
Newpark Shipbuilding and Repair, Inc. ("Xxxxx Island"), EAE SERVICES, INC., a
Texas corporation ("EAE Services"), EAE INDUSTRIES, INC., a Texas corporation
("EAE Industries"), NEWPARK SHIPBUILDING--PELICAN ISLAND, INC., a Texas
corporation formerly known as Newpark Marine Fabricators, Inc. ("Pelican
Island"), NEWPARK SHIPBUILDING--GREENS BAYOU, INC., a Texas corporation formerly
known as Louisiana Ship, Inc. ("Greens Bayou"), NEWPARK SHIPBUILDING--GALVESTON
ISLAND, INC., a Texas corporation formerly known as FW Marine Properties, Inc.
("Galveston Island"), NEWPARK SHIPBUILDING--PASADENA, INC., a Texas corporation
formerly known as Xxxx Xxxxxxxxx Marine, Inc. ("Pasadena" and, together with
Xxxxx Island, EAE Services, EAE Industries, Pelican Island, Greens Bayou and
Galveston Island, the "Existing Subsidiary Guarantors"), FIRST WAVE MANAGEMENT,
INC., a Delaware corporation ("FW Management") and BANK ONE, N.A., as trustee
(the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company, the Existing Subsidiary Guarantors and the
Trustee are parties to that certain Indenture, dated as of February 2, 1998, as
amended by that certain First Supplemental Indenture dated February 3, 1998 and
that certain Second Supplemental Indenture dated as of May 18, 1998 (as
supplemented and amended, the "Indenture"), pursuant to which the 11% Senior
Notes due 2008 (the "Notes") were issued; and
WHEREAS, on August 6, 1998, Xxxxxxxxx Shipyard and Fabrication, Inc.,
which was added as a Subsidiary Guarantor pursuant to the First Supplemental
Indenture, was merged with and into Newpark Marine Fabricators, Inc., now known
as Newpark ShipbuildingBPelican Island, Inc.; and
WHEREAS, on August 7, 1998, certain of the Existing Subsidiary
Guarantors amended their respective Articles of Incorporation in order to
change their corporate names and, as a result,
(i) Newpark Shipbuilding and Repair, Inc. is now known as Newpark
Shipbuilding--Xxxxx Island, Inc.;
(ii) Newpark Marine Fabricators, Inc. is now know as Newpark
Shipbuilding--Pelican Island, Inc.;
(iii) Louisiana Ship, Inc. is now known as Newpark
Shipbuilding--Greens Bayou, Inc.;
(iv) FW Marine Properties, Inc. is now known as Newpark
Shipbuilding--Galveston Island, Inc.; and
(v) Xxxx Xxxxxxxxx Marine, Inc. is now known as Newpark
Shipbuilding--Pasadena, Inc.; and
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WHEREAS, FW Management was incorporated on November 13, 1998 and the
Company has been issued all of the authorized stock of FW Management, thereby
causing FW Management to be a wholly owned subsidiary of the Company; and
WHEREAS, FW Management is now a Restricted Subsidiary of the Company;
and
WHEREAS, FW Management will provide accounting, administrative and
other management services to the Company; and
WHEREAS, Section 10.8 of the Indenture provides that the Company shall
cause any Person that becomes a Restricted Subsidiary after the Closing Date to
promptly execute and deliver to the Trustee a supplemental indenture pursuant
to which such Restricted Subsidiary shall become a Subsidiary Guarantor under
Article 10 of the Indenture and shall guarantee the Notes pursuant to the terms
thereof.
NOW, THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company, the Existing Subsidiary Guarantors and FW Management
agree as follows for the benefit of each other, the Trustee and the equal and
ratable benefit of the Holders of the Notes, and hereby amend and supplement
the Indenture as follows:
SECTION 1. ADDITION OF SUBSIDIARY GUARANTORS. In accordance with
Section 10.8 of the Indenture, FW Management agrees to become a Subsidiary
Guarantor under Article 10 of the Indenture and hereby guarantees the Notes
pursuant to the terms thereof.
SECTION 2. MODIFICATION OF INDENTURE. Upon the execution and delivery
of this Third Supplemental Indenture, the Indenture shall be modified to
reflect the addition of FW Management as a Subsidiary Guarantor under the
Indenture, and this Third Supplemental Indenture shall form a part of the
Indenture for all purposes.
SECTION 3. RATIFICATION. Except to the extent amended by or
inconsistent with this Third Supplemental Indenture, the Company, the Existing
Subsidiary Guarantors, FW Management and the Trustee hereby ratify and
reconfirm the Indenture in its entirety.
SECTION 4. MISCELLANEOUS.
A. Counterparts. This Third Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
B. Meaning of Terms. Any capitalized terms used in this Third
Supplemental Indenture and not defined herein that are defined in the Indenture
shall have the meanings specified in the Indenture, unless the context shall
otherwise require.
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C. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAW OF
THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above written.
FIRST WAVE MARINE, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
NEWPARK SHIPBUILDING--XXXXX ISLAND, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
EAE SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
EAE INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
NEWPARK SHIPBUILDING--PELICAN ISLAND, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
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XXXXXXX XXXXXXXXXXXX--XXXXXX XXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
NEWPARK SHIPBUILDING--PASADENA, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
NEWPARK SHIPBUILDING--GALVESTON ISLAND, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
FIRST WAVE MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
BANK ONE, N.A.,
as Trustee
By: /s/ Xxxxx X. Xxxx
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Authorized Signer
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