EXHIBIT 10.1
SECOND AMENDMENT
TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
This Second Amendment to Third Amended and Restated Loan Agreement (the
"Second Amendment") is dated May 9, 2003 and is made by and among Whitney
National Bank ("Lender"), Xxxxxx Shipyard, L.L.C. ("Borrower"), Orange
Shipbuilding Company, Inc. ("Orange") and Xxxxxx Industries, Inc. ("Xxxxxx").
WHEREAS, the parties wish to amend that certain Third Amended and Restated
Loan Agreement by and among Lender, Borrower, Orange and Xxxxxx, dated July 18,
2002, as amended by the First Amendment to the Third Amended and Restated Loan
Agreement (collectively the "Loan Agreement").
NOW THEREFORE, the parties hereby agree as follows:
1. As used herein, capitalized terms not defined herein shall have the
meanings attributed to them in the Loan Agreement.
2. Section I of the Loan Agreement is hereby amended by amending and
restating the definitions of "Base Rate" and "$10,000,000 Line of Credit Period"
as follows:
"Base Rate" shall mean JPMorgan Chase Prime Rate. JPMorgan Chase Prime Rate
shall mean that rate of interest as recorded by JPMorgan Chase Bank from
time to time as its prime lending rate with the rate of interest to change
when and as said prime lending rate changes. Each change in any interest
rate provided for herein based upon the Base Rate resulting from a change
in JPMorgan Chase Prime Rate shall take effect at the time of such change
in JPMorgan Chase Prime Rate.
"$10,000,000 Line of Credit Period" shall mean the period commencing on May
9, 2003 and ending on May 31, 2004.
3. Section 2.02(b) of the Loan Agreement is hereby amended and restated as
follows:
Section 2.02 (b) $10,000,000 Line of Credit. Subject to and upon the
terms and conditions contained in this Agreement, and relying on the
representations and warranties contained in this Agreement, Lender agrees
to make Advances to Borrower periodically during the $10,000,000 Line of
Credit Period in an aggregate principal amount outstanding not to exceed
the sum of Ten Million and No/100 ($10,000,000.00) Dollars (the
"$10,000,000 Line of Credit"). On May 31, 2004, Lender's obligations to
make any Advance on the $10,000,000 Line of Credit shall cease. The
$10,000,000 Line of Credit is evidenced by a promissory note executed by
the Borrower, dated May 9, 2003, in the principal sum of $10,000,000.00
(the "$10,000,000 Line of Credit Note"), payable to the order of the Lender
on May 31, 2004. During the $10,000,000 Line of Credit Period, the Advances
shall accrue interest at Libor Rate or Base Rate in accordance with Section
2.03 and shall be payable interest only monthly in
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arrears on the last day of each month, beginning the first month after the
initial Advance, and continuing on the last day of each succeeding month,
with the unpaid balance of principal and accrued interest due on May 31,
2004.
3. In connection with the foregoing and only in connection with the
foregoing, the Loan Agreement is hereby amended, but in all other respects all
of the terms and conditions of the Loan Agreement remain unaffected.
4. Borrower, Orange and Xxxxxx acknowledge and agree that this Second
Amendment shall not constitute a waiver of any Default(s) under the Loan
Agreement or any documents executed in connection therewith, all of Lender's
rights and remedies being preserved and maintained. Borrowers, Orange and Xxxxxx
hereby represent and warrant to Lender that no Default has occurred under the
Loan Agreement and there has not occurred any condition, event or act which
constitutes, or with notice or lapse of time (or both) would constitute, a
Default under the Loan Agreement. Borrower, Orange and Xxxxxx further
acknowledge that the Collateral Documents and the continuing guaranties of
Orange and Xxxxxx remain in full force and effect and that the Collateral
Documents and the continuing guaranties of Orange and Xxxxxx continue to secure
the payment and performance of the Obligations, as hereby amended, in accordance
with their terms.
5. This Second Amendment 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 Second Amendment to
be duly executed.
LENDER: BORROWER:
WHITNEY NATIONAL BANK XXXXXX SHIPYARD, L.L.C.
By: By:
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Xxxxx X. Santa Xxxx, III Xxxxx X. Xxxxxx, Xx.
Title: Vice President Its: Treasurer and Manager
GUARANTORS:
ORANGE SHIPBUILDING COMPANY, INC.
By:
--------------------------------
Xxxxx X. Xxxxxx, Xx.
Its: Secretary and Treasurer
XXXXXX INDUSTRIES, INC.
By:
--------------------------------
Xxxxx X. Xxxxxx, Xx.
Its: Chief Financial Officer
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