SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of June 29, 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 Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated as co-documentation agents (the "Credit
Agreement");
WHEREAS, the Borrower has requested an amendment to the Credit
Agreement; and
WHEREAS, subject to the terms and conditions of this Amendment, the
Lenders are willing to grant such amendment.
NOW, THEREFORE, it is agreed:
1. Section 4.02(A)(g) of the Credit Agreement is hereby amended by
deleting the text appearing therein in its entirety and inserting the following
new sub-clause (g) in lieu thereof:
"(g) In addition to any other mandatory repayments pursuant to this
Section 4.02, on each date after the Effective Date upon which
the Borrower or any of its Subsidiaries receives proceeds from
the disposition of assets, an amount equal to 100% of the Net
Sale Proceeds from such disposition of any assets (other than,
except with respect to Permitted Asset Sales, (i) the sale or
other disposition of the Lightship Tanker Entities as provided in
Section 8.02(xiii), provided that the Lenders receive 100% of the
first -------- $15,000,000, 50% of the next $10,000,000, and 100%
of any proceeds in excess thereof, of the proceeds of such sale,
(ii) such dispositions the Net Sale Proceeds of which are less
than $100,000 per disposition, (iii) dispositions which are not
excluded under clause (i) and (ii), the Net Sale Proceeds of
which not to exceed $5 million in any fiscal year of the Borrower
and (iv) dispositions permitted under Section 8.02(ii), (iv), (v)
and (viii)) of the Borrower or any of its Subsidiaries shall be
applied contemporaneously with the closing of such disposition to
repay the outstanding Term Loans in accordance with the
requirements of Section 4.02(B)(b);"
2. Section 8.02(x) is hereby amended by (i) deleting the text
"Permitted Scheduled Asset Sales" appearing therein and (ii) inserting the text
"Permitted Asset Sales" in lieu thereof.
3. Section 8.02 of the Credit Agreement is hereby further amended by
(i) deleting the text "and" appearing at the end of sub-clause (xii) appearing
therein and inserting a semi-colon in lieu thereof, (ii) deleting the period
appearing at the end of sub-clause (xiii) appearing therein and inserting the
text "; and" in lieu thereof and (iii) inserting immediately thereafter the
following new sub-clause (xiv):
"(xiv) sale or disposition of any assets, in form and substance
satisfactory to the Administrative Agent, to the extent that the aggregate Net
Sales Proceeds received from all such sales and dispositions permitted by this
sub-clause (xiv) shall not exceed $20 million; provided that (i) each such sale
shall be for an amount at least equal to the fair market value thereof (as
determined in good faith by the Board of Directors or senior management of the
Borrower), (ii) at least 100% of the consideration therefor shall be in cash,
(iii) the proceeds thereof shall be applied as required under Section 4.02(A)(g)
and (iv) the prior written approval of the Administrative Agent shall have been
obtained for each such sale (such sales, the "Approval Asset Sales" and,
together with the Permitted Scheduled Asset Sales, the "Permitted Asset
Sales")."
4. Section 8.08 of the Credit Agreement is hereby amended by (i)
deleting the text "June 30, 2000" appearing in sub-clause (b)(ii) appearing
therein and (ii) inserting the text "July 17, 2000" in lieu thereof.
5. Section 10 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical locations:
" `Approval Asset Sales' shall have the meaning provided in Section
8.02 (xiv)."
" `Permitted Asset Sales' shall have the meaning provided in Section
8.02 (xiv)."
6. Schedule X of the Credit Agreement is hereby amended by inserting
the following text at the end of said schedule:
"Seabulk Red Tern1
Seabulk Evangeline
Sun State No. 1
Sun State No. 3
Sun State No. 6
Reliant
Mobile Power
Mobile Point
Trooper
Condor
Hawk
Eagle II"
7. The Borrower hereby represents and warrants that (x) no Default or
Event of Default exists on the Second Amendment Effective Date (as defined
below), both before and after giving effect to this Amendment, and (y) all of
the representations and warranties contained in the Credit Agreement or the
other Credit Documents are true and correct in all material respects on and as
of the Second Amendment Effective Date, both before and after giving effect to
this Amendment, 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).
8. 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.
9. 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.
10. 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.
11. This Amendment shall become effective on the date (the "Second
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.
* * *
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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:
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BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By________________________________
Name:
Title:
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FORTIS CAPITAL CORP.
(f/k/a MEES PIERSON CAPITAL CORP.)
By________________________________
Name:
Title:
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MERRILL LYNCH CAPITAL CORPORATION
By________________________________
Name:
Title:
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GMAC COMMERICAL CREDIT
By________________________________
Name:
Title:
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NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its Agent
By: Greenwich Capital Markets, Inc., its Agent
By________________________________
Name:
Title:
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PROVIDENT BANK
By________________________________
Name:
Title:
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OFFITBANK
By________________________________
Name:
Title:
