THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of August __, 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 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
inserting the following new sub-clause (l) immediately after sub-clause (k)
appearing therein:
"(l) Notwithstanding anything to the contrary contained in this Section
4.02, the Borrower shall have made repayments sufficient to reduce the aggregate
principal amount of outstanding Term Loans by $40,000,000 before January 1, 2001
with the amount of such payments to be applied in accordance with the
requirements of Section 4.02(B)(b)."
2. Section 4.02(B)(b) is hereby amended by (i) deleting the text "and
(k)" appearing twice therein and (ii) inserting the text ", (k) and (l)" in lieu
thereof.
3. Section 8.08(b) of the Credit Agreement is hereby amended by (i)
deleting the text "The Borrower will (i) not" appearing therein and inserting
the text "The Borrower will not" in lieu thereof and (ii) deleting the entire
text of Section 8.08(b) appearing immediately after the text "ending on December
31, 2000" appearing therein in its entirety and inserting a period in lieu
thereof.
4. Section 10 of the Credit Agreement is hereby amended by deleting the
definition of "Notice of Lender Designation" appearing therein in its entirety.
5. The Borrower hereby represents and warrants that after giving effect
to this Amendment (x) no Default or Event of Default exists on the Third
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 Third 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).
6. 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.
7. 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.
8. 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.
9. This Amendment shall become effective on the date (the "Third
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.,
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:
