EXHIBIT 10.17
AMENDMENT NUMBER 1 TO
CREDIT AGREEMENT
THIS AMENDMENT NUMBER 1, dated November 22, 2002 (this "Amendment"), to
the CREDIT AGREEMENT (the "Credit Agreement") dated as of September 13, 2002,
among Seabulk International, Inc., a corporation existing under the laws of
Delaware, as borrower (the "Borrower"), each Subsidiary Guarantor, Fortis
Capital Corp. ("Fortis"), NIB Capital Bank N.V. ("NIB") and each other financial
institution which may hereafter execute and deliver an Assignment and Acceptance
with respect to the Credit Agreement pursuant to Section 10.11 thereof (any one
individually, a "Lender", and collectively, the "Lenders"), Fortis, as
administrative agent on behalf of the Lenders (when acting in its capacity as
administrative agent under the Credit Agreement or under any other Transaction
Document, therein referred to, together with any successor administrative agent,
as the "Agent"), and as book runner and as an arranger (when acting in such
capacity, an "Arranger") and NIB, as an arranger (when acting in such capacity,
an "Arranger", and together with Fortis, the "Arrangers").
WITNESSETH
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders
and the Agent have previously entered into the Credit Agreement;
WHEREAS, Section 11.04 of the Credit Agreement provides that
no amendment of any provision of the Credit Agreement shall be effective unless
the amendment shall be in writing and signed by the Requisite Lenders and
acknowledged by the Agent;
WHEREAS, the Borrower and the Subsidiary Guarantors desire to
amend the Credit Agreement, and the Agent and the Requisite Lenders have
agreed to such amendment, in order to make the changes necessary to (i)
permit a Credit Party to change the commercial and technical managers of its
Vessel(s) so long as the new technical and commercial manager was managing
at least one of the Vessels, or was a Credit Party, as of the Closing Date
and (ii) permit a Credit Party to sell, lease, transfer, assign, or
otherwise dispose of its Vessel(s) to another Credit Party;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used herein, but
not otherwise defined herein, shall have the meanings assigned to such terms in
Appendix A to the Credit Agreement.
SECTION 2. Amendments to Credit Agreement.
(i) Section 6.19 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
Additional Vessels; Further Assurances. If either (a) the
Borrower or a Subsidiary acquires a Vessel after the Closing
Date and, if as of the date of acquisition of such Vessel the
Borrower is not in compliance with Section 6.17 hereof or (b)
the Borrower is not in compliance with Section 6.17 hereof or
(c) a Credit Party sells, leases, transfers, assigns or
otherwise disposes of a Vessel to another Credit Party, then
the Borrower shall or shall cause its Subsidiary within 30
days of such acquisition or disposition to:
(a) Execute and deliver a Mortgage, deliver related
information and reports, and otherwise take such
actions with respect to such Vessel and Mortgage as
would have been required to satisfy the conditions of
Section 5.01 if such new Vessel were a Vessel on the
Closing Date;
(b) Execute and deliver a Subsidiary Guarantee Agreement
(to the extent not previously delivered);
(c) Pledge and deliver, or cause to be pledged and
delivered, all of the Equity Interest of each new
Subsidiary Guarantor acquired or created after the
Closing Date, to the extent owned by the Borrower or
any Subsidiary Guarantor, to the Agent for the
benefit of the Lenders pursuant to the Pledge
Agreement;
(d) Execute and deliver an Assignment of Earnings and
Insurances; and
(e) Deliver an updated Schedule 4.20;
provided, however, that if, pursuant to Section 7.03, the Borrower or a
Subsidiary Guarantor mortgages a vessel in order to remain in
compliance with Section 6.17, such vessel must be a Qualified
Substitute Vessel.
(ii) Section 6.20(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
Procure that each of the Vessels not laid-up in accordance
with Section 6.20(c) hereof, shall at all times be (i) managed
by one of the technical and commercial managers managing any
of the Vessels as of-the Closing Date, or by a technical and
commercial manager that was a Credit Party as of the Closing
Date, or by such other managers acceptable to the Requisite
Lenders in accordance with vessel management agreements
acceptable to the Requisite Lenders, (ii) flagged under the
laws of an Approved Jurisdiction and (iii) classed in the
highest classification and rating for vessels of the same age
and type without any outstanding conditions or recommendations
affecting class (other than those for which the time
prescribed for curing the condition or recommendation has not
passed) with Lloyds Registry of Shipping, Det norske Veritas,
Bureau Veritas, American Bureau of Shipping or such other
classification society classing the Vessels as of the Closing
Date or with such other classification society acceptable to
the Agent;
provided, however, if a Vessel is reflagged under the laws of
an Approved Jurisdiction, it shall be a condition to such
reflaggaig that the Subsidiary Guarantors deliver to the Agent
(A) evidence (including an opinion of counsel) that such
Vessel has been registered in the name of the related
Subsidiary Guarantor under the laws of such jurisdiction; (B)
evidence (including an opinion of counsel) that the related
Mortgage has been properly recorded under the laws of such
jurisdiction and constitutes a first priority mortgage (or, in
the case of the Second Lien Vessels, a second priority
mortgage) subject only to Permitted Encumbrances; (C) evidence
that all necessary governmental or regulatory approvals,
licenses and authorities which are necessary to the operation
of the Vessel have been obtained; (D) evidence that insurances
in compliance with the requirements of the Mortgage have been
obtained: and (E) such other items as the Agent may reasonably
require,
(iii) Section 7.03 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
Asset Sales. Sell, lease, transfer, assign or otherwise
dispose of any Vessel unless (a) after giving effect to such
sale, lease, transfer, assignment or disposition, the Borrower
is in compliance with Section 6.17 hereof, (b) the Borrower
delivers, or causes a Subsidiary Guarantor to deliver, to the
Agent a Qualified Substitute Vessel and the documents
described hi Section 6.19 with respect thereto in order to
remain in compliance with Section 6.17 or (c) such Vessel is
sold, leased, transferred, assigned or otherwise disposed of
to another Credit Party and the Borrower has delivered, or has
caused a Subsidiary Guarantor, to deliver, the documents
required pursuant to Section 6.19 hereof.
SECTION 3. Effectiveness of Credit Agreement. Except as
expressly amended by the terms of this Amendment, all terms and
conditions of the Credit Agreement, as amended, shall remain in full
force and effect and the Credit Agreement is hereby ratified in all
respects.
SECTION 4. Execution in Counterparts. This Amendment may be
executed in two or more counterparts, and by different parties on separate
counterparts, each of which tall be an original, but all of which shall
constitute one and the same instrument.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO NEW
YORK'S CONFLICTS OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed to be duly executed, all as of the day and
year first above written.
FORTIS CAPITAL CORP. as Agent, Xxxxx Xxxx Arranger,
Bookrunner and Lender
By: /s/ Managing Director
------------------------
By: /s/ Chr. Xxxxxx Xxxxxx
------------------------ Vice President
Address: Three Stamford Plaza, 000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000)000-0000
NIB CAPITAL BANK N.V., as Arranger and Lender
By:______________________________________
By:______________________________________
Address:
Phone:
Fax:
SEABULK INTERNATIONAL, INC.,
the Borrower,
By:______________________________________
Address: 0000 Xxxxx Xx.,
Xxxx Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000)000-0000
SEABULK ARIES II, INC.
SEABULK XXXXX, INC.
SEABULK CAPRICORN. INC.
SEABULK XXXXX, ESC.
SEABULK CHAMP, INC.
SEABULK COOT I, INC.
SEABULK COOT II, INC.
SEABULK CORMORANT, INC.
SEABULK CYGNET I, INC,
SEABULK CYGNET II, INC.
SEABULK DANAH, INC.
SEABULK DEFENDER, INC
SEABULK DUKE, INC.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed to be duly executed, all as of the day and
year first above written.
FORTIS CAPITAL CORP. as Agent,
Arranger, Bookrunner and Lender
By:
_________________________________
By:
_________________________________
Address: Three Stamford Plaza, 000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, XX 00000-0000
Phone: (000)000-0000
Fax: (000)000-0000
NIB CAPITAL BANK N.V., as Arranger and
Lender
By: /s/
_________________________________
By: /s/
_________________________________
Address:
Phone:
Fax:
SEABULK INTERNATIONAL, INC.,
the Borrower,
By:_________________________________
Address: 0000 Xxxxx Xx.,
Xxxx Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
SEABULK ARIES II, INC.
SEABULK XXXXX, INC.
SEABULK CAPRICORN, INC.
SEABULK XXXXX, INC.
SEABULK CHAMP, INC.
SEABULK COOT I, INC.
SEABULK COOT II, INC.
SEABULK CORMORANT, INC.
SEABULK CYGNET I, INC.
SEABULK CYGNET H, INC.
SEABULK DANAH, INC.
SEABULK DEFENDER, INC.
SEABULK DUKE, INC.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed to be duly executed, all as of the day and
year first above written.
FORTIS CAPITAL CORP. as Agent, Arranger,
Bookrunner and Lender
By:__________________________________________
By:__________________________________________
Address: Three Stamford Plaza, 000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000)000-0000
NIB CAPITAL BANK N.V., as Arranger and Lender
By:
__________________________________________
By:__________________________________________
Address:
Phone:
Fax:
SEABULK INTERNATIONAL, INC.,
the Borrower,
By: /s/
__________________________________________
Address: 0000 Xxxxx Xx.,
Xxxx Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000)000-0000
SEABULK ARIES H, INC.
SEABULK XXXXX, INC.
SEABULK CAPRICORN, INC.
SEABULK XXXXX, INC.
SEABULK CHAMP, INC.
SEABULK COOT I, INC.
SEABULK COOT II, INC.
SEABULK CORMORANT, INC.
SEABULK CYGNET I, INC.
SEABULK CYGNET II, INC.
SEABULK DANAH, INC.
SEABULK DEFENDER, INC.
SEABULK DUKE, INC.
SEABULK EAGLE II, INC.
SEABULK EMERALD, INC.
SEABULK EXPLORER, INC.
SEABULK FALCON II, INC.
SEABULK FREEDOM, INC.
SEABULK GANNET D, INC.
SEABULK GIANT, INC.
SEABULK XXXXX, INC.
SEABULK HAWAII, INC.
SEABULK HAWK, INC.
SEABULK HERCULES, INC.
SEABULK HORIZON, INC.
SEABULK KESTREL, INC.
SEABULK LAKE EXPRESS, INC.
SEABULK XXXXXXX, INC.
SEABULK XXXXXX I, INC.
SEABULK XXXXXX XX, INC.
SEABULK MASTER, INC.
SEABULK MERLIN, INC.
SEABULK NEPTUNE, LNC.
SEABULK OSPREY, INC.
SEABULK OFFSHORE, LTD.
By its general partner Seabulk Tankers, Ltd
By its general partner Seabulk Transport, Inc.
SEABULK PENGUIN I, INC.
SEABULK PENGUIN II, INC.
SEABULK XXXXX, INC.
SEABULK PERSISTENCE, INC.
SEABULK PETREL, INC.
SEABULK RAVEN, INC.
SEABULK SERVICE, INC.
SEABULK TENDER, INC.
SEABULK TITAN, INC.
SEABULK TOOTA, INC.
SEABULK TOUCAN, INC.
SEABULK TOWING, INC.
SEABULK VERITAS, INC.
SEABULK ALKATAR, INC.
SEABULK CLIPPER, INC.
SEABULK CONSRUCTOR, INC.
SEABULK HABARA, INC.
SEABULK JEBEL ALI, INC.
SEABULK MAINTAINER, INC.
SEABULK SAPPHIRE, INC.
SEABULK XXXX, INC.
SEABULK TREASURE ISLAND, INC.
SEABULK HERON, INC.
SEABULK JASPER, INC.
SEABULK LINCOLN, INC.
SEABULK MALLARD, INC.
SEABULK PLOVER, INC.
SEABULK SWIFT, INC.
SEABULK OFFSHORE U.K. LIMITED
SEABULK TOWING SERVICES, INC.
OFFSHORE MARINE MANAGEMENT
INTERNATIONAL, INC.,
SEABULK TANKERS, LTD.
By its general partner Seabulk Transport, Inc.
SEABULK TRANSPORT, INC.
SEABULK MARINE INTERNATIONAL, INC.
SEABULK OCEAN SYSTEMS HOLDING
CORPORATION
SEABULK OFFSHORE INTERNATIONAL, INC.
SEABULK OFFSHORE OPERATORS, INC.
SEABULK OFFSHORE GLOBAL HOLDINGS,
INC.
SEABULK OFFSHORE HOLDINGS, INC.
SEABULK TANKERS, INC.
SEABULK OFFSHORE OPERATORS TRINIDAD LIMITED,
each a Subsidiary Guarantor
By: /s/
---------------------------------------------
Address: 0000 Xxxxx Xx.,
Xxxx Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000)000-0000
