EXHIBIT 10.35
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
Agreement, MHI, TDI, and
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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.
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11. Within ten (10) of the effective date hereof Borrower shall furnish
Agent with the following:
(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.
BY: /s/ XXXXX X. XXXXXX
_______________________________
ITS: Senior Vice President - Finance
_______________________________
00000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Telecopy number: (000) 000-0000
WHITNEY NATIONAL BANK
BY: /s/ SIGNATURE APPEARS HERE
_______________________________
ITS: Assistant Vice President
_______________________________
000 Xx. Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
FIRST NATIONAL BANK OF COMMERCE
BY: /s/ XXXX X. XXXXXXX
_______________________________
ITS: Assistant Vice President
_______________________________
Energy Services Dept., 2nd Fl.
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
HIBERNIA NATIONAL BANK
BY: /s/ SIGNATURE APPEARS HERE
_______________________________
ITS: Vice President
_______________________________
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ XXXX X. XXXXX
_______________________________
ITS: Vice President
_______________________________
One First Xxxxxxxx Xxxxx
Xxxxx 0000
00xx Xxxxx
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
THE BANK OF NOVA SCOTIA
BY: /s/ V. C. H. XXXXX
_______________________________
ITS: Senior Manager Loan Operations
_______________________________
000 Xxxxxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
BANK ONE, LOUISIANA, N.A.
BY: /s/ XXXX XXXXXXX
_______________________________
ITS: Vice President
_______________________________
000 Xx. Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telecopy number: (000) 000-0000
THE BANK OF TOKYO--MITSUBISHI, LTD.
BY: _________________________
ITS: _________________________
0000 Xxxx Xxxxxx, XX000
0000 Xxxxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Telecopy number: (000) 000-0000
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Schedule 7.8
List of Subsidiaries
1. Halter Marine, Inc. (a Nevada corporation)
2. Equitable Shipyards, Inc.
3. Gretna Machine and Iron Works, Inc.
4. Gulf Coast Fabrication, Inc.
5. Halter Marine, Inc. (a Louisiana corporation)
6. Halter Marine Services, Inc.
7. Halter Marine Gulf Repair, Inc.
8. Halter Marine Gulfport, Inc.
9. Halter Marine Panama City, Inc.
10. Halter Marine Pascagoula, Inc.
11. Trinity Yachts, Inc.
12. Washington Marine Fabricators, Inc.
13. Offshore Marine Indemnity Company
14. Maritime Holdings, Inc.
15. Texas Drydock, Inc.
16. TDI International, Ltd.
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