FOURTH AMENDMENT
FOURTH AMENDMENT (this "Amendment"), dated as of December 20, 2000 among
HVIDE MARINE INCORPORATED, a corporation existing under the laws of Delaware, as
borrower (the "Borrower"), the financial institutions party to the Credit
Agreement referred to below (the "Lenders") and Bankers Trust Company ("BTCo"),
as administrative agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to a Credit Agreement, dated as of December 15, 1999 among the Borrower, the
Administrative Agent, the Lenders, Deutsche Bank Securities, Inc., as lead
arranger and book manager, MeesPierson Capital Corp., as syndication agent and
co-arranger, GMAC Commercial Credit and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated as co-documentation agents (the "Credit
Agreement");
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement; and
WHEREAS, subject to the terms and conditions of this Amendment, the Lenders
are willing to grant such amendments.
NOW, THEREFORE, it is agreed:
1. Section 4.02(A) of the Credit Agreement is hereby amended by deleting
sub-clause (l) thereof in its entirety.
2. Section 8.02 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of sub-clause (xiii), (ii) deleting the
period appearing at the end of sub-clause (xiv) and inserting "; and" in lieu
thereof, and (iii) inserting the following new sub-clause (xv) immediately after
sub-clause (xiv) appearing therein:
"(xv) any Subsidiary of the Borrower may be wound up, liquidated
and/or dissolved, provided that at least five (5) business days
prior thereto the Administrative Agent is provided with a
certificate signed by a Responsible Officer of the Borrower
that (1) such Subsidiary is not conducting any business, (2)
that such Subsidiary has no assets except for its nominal share
capital, and (3) that the winding up, liquidation, and/or
dissolution of such Subsidiary shall not have a material
adverse effect upon the business of the Borrower and its
Subsidiaries taken as a whole."
3. Section 8.10 of the Credit Agreement is hereby amended and restated by
deleting the text appearing therein in its entirety and inserting the following
new text in lieu thereof:
"The Borrower shall not permit the Fixed Charge Coverage
Ratio on the last day of the Test Period ended on December 31,
2000 and the four following fiscal quarters, ending with the
fiscal quarter ended December 31, 2001 to be less than
0.75:1.00 and on the last day of any fiscal quarter thereafter
to be less than 1.00:1.00."
4. The definition of "Consolidated Fixed Charges" contained in Section 10
of the Credit Agreement is hereby amended and restated by deleting it in its
entirety and inserting the following new definition in lieu thereof:
" `Consolidated Fixed Charges' shall mean, for any period, the
sum during such period of (i) Consolidated Cash Interest
Expense, (ii) cash taxes paid, (iii) mandatory scheduled
principal repayments of Indebtedness and (iv) Consolidated
Capital Expenditures, provided that the Excluded Capital
Expenditures will not be taken into account for the purpose of
calculating the Fixed Charge Coverage Ratio ."
5. Section 10 of the Credit Agreement is hereby further amended by
inserting the following new definition in the appropriate alphabetical location:
" `Excluded Capital Expenditures' shall mean the asset
purchases of (i) $5,080,640 for a tractor tug under a
capitalized lease in April 2000, (ii) $2.5 million for a 152'
crew vessel in December 2000 and (iii) $2.5 million for a 152'
crew vessel in May 2001."
6. The Borrower hereby represents and warrants that both before and after
giving effect to this Amendment (x) no Default or Event of Default exists on the
Fourth Amendment Effective Date (as defined below) and (y) all of the
representations and warranties contained in the Credit Agreement or the other
Credit Documents shall be true and correct in all material respects on the
Fourth Amendment Effective Date with the same effect as though such
representations and warranties had been made on and as of such date (it being
understood that any representation or warranty made as of a specific date shall
be true and correct in all material respects as of such specific date).
7. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document. All capitalized terms not defined herein
shall have the meaning given to them in the Credit Agreement.
8. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
10. This Amendment shall become effective on the date (the "Fourth
Amendment Effective Date") when each of the Borrower and the Required Lenders
shall have signed a copy hereof (whether the same or different copies) and, in
each case, shall have delivered (including by way of telecopier) the same to the
Administrative Agent at the Notice Office.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
HVIDE MARINE INCORPORATED
By________________________________
Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By________________________________
Name:
Title:
FORTIS CAPITAL CORP.,
By________________________________
Name:
Title:
XXXXXXX XXXXX CAPITAL CORPORATION
By________________________________
Name:
Title:
GMAC COMMERICAL CREDIT
By________________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited,
its Agent
By: Greenwich Capital Markets, Inc.,
its Agent
By________________________________
Name:
Title:
PROVIDENT BANK
By________________________________
Name:
Title:
OFFITBANK
By________________________________
Name:
Title: